|
To,
The Members,
Your Director's have pleasure in presenting the 8th Annual
Report on the business and operations of the Company, together with the audited standalone
financial statements for the financial year ended March 31, 2025 ("FY 2024-25").
financial results
A summary of standalone financial results of the Company for the
Financial Year 2024-25 and Financial Year 2023-24 is as follows:
| Particulars |
FY 2024-2025 |
FY 2023-2024 |
|
Standalone |
Standalone |
| Revenue from Operations including other
Income |
47,548.08 |
33,084.87 |
| Less: Expenses |
|
|
| Cost of material consumed |
- |
- |
| Purchase of Stock in Trade |
3,561.90 |
2,464.89 |
| Changes in Inventories of Stock in Trade |
(435.71) |
(308.41) |
| Employee Benefit Expenses |
10,048.87 |
6,591.11 |
| Finance Cost |
50.60 |
41.14 |
| Depreciation and Amortization Expenses |
870.80 |
509.90 |
| Other Expenses |
21,224.91 |
14,394.53 |
| Total Expenses |
35,341.37 |
23,693.16 |
| Profit before exceptional and extraordinary
items and tax |
12,206.71 |
9,391.71 |
| Exceptional and Extraordinary items |
|
- |
| Profit Before Tax |
12,206.71 |
9,391.71 |
| Tax Expenses |
3,133.82 |
2,471.08 |
| Net Profit for the Year |
9,072.89 |
6,920.63 |
financial performance
standalone
During the current period, your company has shown an increase in total
revenue of Rs. 47,548.08 Lakhs as against Rs. 33,084.87 Lakhs in the previous year on
standalone basis. The Company has earned a net profit of Rs. 9,072.89 Lakhs as compared to
a profit of Rs. 6,920.63 Lakhs in the previous year on standalone basis. The company will
continue to pursue expansion in the domestic market, to achieve sustained and profitable
growth.
Any member intending to have a copy of Balance Sheet and other
Financial Statement of these Companies shall be made available on the website of the
Company at www. jeenasikho.com
It shall also be kept for inspection during business hours by any
shareholder in the registered office of the Company.
share capital
authorised share capital
As on March 31, 2025, the Authorised Share Capital of the Company stood
at Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 12,50,00,000 (Twelve
Crore Fifty Lakhs) Equity Shares of Rs.. 2/- (Rupees Two) each.
Further, the Board of Directors of your Company, with the approval of
the Members through Postal Ballot on 23rd May, 2025, approved the
sub-division/split of the equity shares of the Company from 1 (One) equity share having a
face value of Rs. 10/- (Rupees Ten only) each, fully paid-up, into 5 (Five) equity shares
having a face value of Rs. 2/- (Rupees Two only) each, fully paid-up.
The Record Date for the purpose of determining the eligibility of
shareholders for the said sub-division/split was fixed as Thursday, 12lh June
2025.
Consequent to the sub-division/split, the number of equity shares of
the Company has increased proportionately, while the aggregate shareholding of the Members
and the paid-up share capital of the Company remains unchanged.
Paid up share capital
As on March 31, 2025, the Paid-up Share Capital of the Company stood at
Rs. 24,86,01,460/- (Rupees Twenty-Four Crore Eighty-Six Lakh One Thousand Four Hundred and
Sixty) divided into 12,43,00,730 (Twelve Crores Forty-Three Lakhs Seven Hundred and
Thirty) of Rs. 2/- (Rupees Two) each.
The Company has not issued any shares with differential voting rights
or sweat equity shares during the FY 2024-25.
migration from sme platform to main board
Your Company was initially listed on the SME Emerge Platform of
National Stock Exchange of India Limited (NSE) on 19th April, 2022. During the
year under review, with the continued trust and confidence of our valued shareholders and
stakeholders, your Company successfully migrated to the Main Board of both NSE and BSE
Limited w.e.f. 11lh August, 2025.
The migration marks a significant milestone in the Company's growth
journey, reflecting its consistent performance, strong corporate governance practices, and
enhanced credibility in the capital markets. Listing on the Main Board will provide wider
visibility, increased participation from institutional investors, enhanced liquidity for
the Company's equity shares, and create greater long-term value for all stakeholders.
The Board places on record its sincere appreciation for the continuous
support extended by shareholders, regulators, employees, and business partners in
achieving this important step in the Company's growth trajectory.
dematerialisation of equity shares
All the Equity shares of the Company are in dematerialized form with
either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the company is
INE0J5801029.
dividend
Based on the Company's performance during the financial year 2024-25
and in line with the Dividend Distribution Policy of the Company, your directors are
pleased to recommend a Dividend of Rs. 5.47/- per equity share on the face value of Rs.
10/- each, fully paid-up, for the financial year ended March 31,2025. The payment of
dividend is subject to the approval of the Members at the ensuing Annual General Meeting
("AGM") and shall be subject to deduction of tax at source, as applicable.
Further, the Board wishes to inform that pursuant to the
sub-division/split of equity shares of the Company, whereby every 1 (One) equity share of
face value Rs. 10/- each was subdivided into 5 (Five) equity shares of face value Rs. 2/-
each, with effect from June 12, 2025, the final dividend as aforesaid will accordingly be
Re. 1.10/- (Rupee One and Ten Paise Only) per equity share of face value Rs. 2/- each,
fully paid-up.
The dividend distribution policy in terms of regulation 43A of SEBI(
Listing Obligation and Disclosure Requirements Regulations),2015 is available on the
company website: www.jeenasikho.com
transfer to general reserve
The Company has not transferred any amount to General Reserve during
the year. The dividend payment is subject to approval of the members at the 8th
Annual General Meeting, which will be paid, if declared, to the shareholders within 30
days from the date of declaration.
deposits
During the year under review, the Company has not accepted or renewed
any deposit from the public/members falling within the ambit of section 73 or section 74
of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
corporate governance
The Company is listed on SME Emerge Platform of NSE, by virtue of
Regulation 15 of Listing Regulation the compliance with the corporate governance
provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27
clauses (b) to (i) and (t) of sub regulation 2 of Regulation 46 and Para C, D and E of
Schedule V of the listing regulation are not applicable to the Company. Hence, the
Corporate Governance Report does not form part of this Annual Report.
employees stock option schemes
Your Company believes in rewarding its employees and aligning their
interests with the long-term objectives of the organization. Employee Stock Option Schemes
form an integral part of the Company's retention and compensation strategy, enabling
wealth creation opportunities for employees while ensuring their commitment towards
sustained growth. In line with this philosophy, the shareholders of the Company approved
the "Jeena Sikho Employees Stock Option Scheme 2024" at the Extraordinary
General Meeting held on 27th February, 2024.
Under the said Scheme, the Company grants stock options on an
equity-settled basis, which entitle eligible employees to purchase one equity share of the
Company for each option granted, at a pre-determined exercise price, upon completion of
the vesting period. The ESOPs thus represent a call option providing a right, but not an
obligation, to the employees to exercise such options by paying the exercise price.
During the financial year 2023-24, the Company granted 61,275 options
to its employees. Pursuant to the corporate action of share split, these options stand
adjusted to 3,06,375 options. No fresh options were granted during the year under review.
The applicable disclosures pursuant to Regulation 14 of the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014, for the year ended 31st
March, 2025 are available on the Company's website at www.jeenasikho.com.
There has been no material change in the Jeena Sikho Employees Stock
Option Scheme 2024 during the year and the Scheme continues to be in compliance with the
aforesaid SEBI Regulations.
A certificate from the Secretarial Auditors of the Company confirming
that the Scheme has been implemented in accordance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the Members, is
also available on the Company's website at www.jeenasikho.com.
subsidiaries/associates/joint
venture
During the year under review, the Company did not have any Subsidiary,
Associate, or Joint Venture Company.
However, the Company incorporated a subsidiary in the name of Jeena
Green Resources Private Limited on 10th March
2025 but the subscription to the shares of the said subsidiary was
completed on 10lh April 2025. Accordingly, the said entity shall be considered
as a Subsidiary of the Company for the financial year 2025-26 and necessary disclosures as
required under Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014 shall be made in the subsequent year.
Accordingly, Form AOC-1 is not applicable for FY 2024-25
as the Company did not have any Subsidiary/Associate/ Joint Venture
during the year under review.
change in the nature of business, if any
There was no change in the nature of the business of the Company during
the financial year ended 31 March 2025.
management discussion and analysis
The Management Discussion and Analysis for the year, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI Listing
Regulations"), is presented in a separate section, forms part of the Annual Report.
details of directors or key managerial personnel who were appointed or
have resigned during the year
Your Company beliefs that a strong Board is imperative to create a
culture of leadership to provide a long-term vision and policy approach to improve the
quality of governance. As on March 31, 2025, the Board of Directors of the Company consist
of optimum combination of Executive Directors, NonExecutive Director, Independent
Directors of the Company.
Director Retiring by rotation
Pursuant to Section 152 of the Companies Act, 2013, and the Articles of
Association of the Company, Ms. Shreya Grover (DIN: 09199495), Non-Executive Director,
retires by rotation at the ensuing AGM of the Company and, being eligible, offers herself
for re-appointment.
Accordingly, a resolution is included in the Notice of the 08th Annual
General Meeting of the Company, seeking approval of members for her re-appointment as a
Director of the Company.
Changes in the board during the Financial Year 2024-25, THE FOLLOWING
changes took place in the composition of the Board of directors of the Company:
Mr. Chandan Kumar Kaushal (DIN: 10515819) were appointed as
Additional Directors under the category of Independent Non-Executive, of the Company by
the Board of Directors on 29 April 2024, for a first term commencing from 29 April, 2024
up to 28 April, 2029. (both days inclusive). His appointment was subsequently approved by
the Shareholders in AGM resolution dated 28 August 2024.
Further after F.Y. 2024-25 Ms. Priyanka Bansal (DIN: 09051665)
were appointed as Additional Directors under the category of Independent Non-Executive, of
the Company by the Board of Directors on 21 April 2025, for a first term commencing from
21 April 2025 up to 20 April, 2030. (both days inclusive). Her appointment was
subsequently approved by the Shareholders through postal ballot resolution dated 23 May
2025.
During the financial year 2024-25, the
FOLLOWING CHANGES TOOK PLACE IN THE
Key Managerial personnels (KMPs) of the Company:
During the period under review there was no change in KMP. However, Ms.
Anshika Garg has resigned from the post Company Secretary & Compliance Officer w.e.f.
01 August 2025 & Ms. Smita Chaturvedi has been appointed as Company Secretary &
Compliance Officer w.e.f. 04 August 2025.
Board composition
As on date the Company's Board has a strength of 6 (Six) Directors,
including 3 (Three) Woman Directors. The composition of the Board is as below:
| Category |
Number of Directors |
| Executive Director |
2 (Two) |
| Independent Non-Executive |
3 (Three) |
| Directors |
|
| Non-Independent |
1 (One) |
| Non-Executive Director |
|
familiarization programme of independent directors
In compliance with the requirements of the Listing Regulations, the
Company has put in place a familiarization programme for the Independent Directors to
familiarize them with their roles, rights and responsibilities as Directors, the working
of the Company, nature of the industry in which the Company operates, business model etc.
At the time of appointment/re-appointment of Independent Directors, a formal letter of
appointment is given to him/her, which, inter- alia, explains the role, functions, duties
and responsibilities expected from him/her as an Independent Director of the Company. The
Independent Director is also explained in detail the nature, business model of the
industry and compliances under the Act, the Listing Regulations and other relevant rules
& regulation.
Details of the familiarization programme for Independent Directors are
uploaded on the website of the company at www.jeenasikho.com.
nomination and remuneration policy
On the recommendation of the Nomination and Remuneration Committee, the
Board has framed a policy for selection and appointment of Directors, Senior Management
including Key Managerial Personnel and their remuneration. The Nomination and Remuneration
Policy includes the criteria for determining qualification, positive attributes,
independence, etc. is placed on the website of the Company at www.jeenasikho.com/policies.
The salient features of the Nomination and Remuneration policy are
mentioned below:
The Nomination and Remuneration Policy of the Company is
designed to attract, motivate, improve productivity and retain manpower by creating a
congenial work environment, encouraging initiatives, personal growth, team work and
inculcating a sense of belongingness and involvement, besides offering appropriate
remuneration packages and superannuation benefits.
The Committee shall comprise at least three (3) Directors, all
of whom shall be non-executive Directors and at least two-third shall be Independent.
Quorum of the meeting shall be either two members or one-third
of the members of the committee, whichever is greater, including at least one independent
director in attendance.
The Role of the Committee includes: Periodically reviewing the
size and composition of the Board to have an appropriate mix of executive and independent
Directors to maintain its independence and separate its functions of governance and
management and to ensure that it is structured to make appropriate decisions, with a
variety of perspectives and skills, in the best interests of the Company;
Formulate the criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board, relating to the
remuneration for the Director, key managerial personnel and other employees.
Establishing and reviewing Board, KMP and Senior Management
succession plans in order to ensure and maintain an appropriate balance of skills,
experience and expertise on the Board and Senior Management.
The Board as per the criteria approved by the Nomination and
Remuneration Committee shall carry out evaluation of performance of its own, its
committees, and individual Directors and the Chairman.
vigil mechanism/whistle blower policy:
Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees
to report their genuine concerns has been established. The Vigil Mechanism/ Whistle Blower
Policy has been uploaded on the website of the Company at
https://www.jeenasikho.com/policies under 'Investor Section'.
The Policy is an extension of the Code of Conduct for Directors &
Senior Management Personnel and covers any unethical and improper actions or malpractices
and events which have taken place/suspected to take place.
As per the policy all Protected Disclosures should be addressed to the
Vigilance Officer/Company Secretary or to the Chairman of the Audit Committee in
exceptional cases.
risk management policy
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. Major elements of risk/threats for Ayurveda Industry are regulatory
concerns, consumer perceptions and competition. These are discussed at the meetings of the
Audit Committee and the Board of Directors of the Company. The Board of Directors has
adopted a risk management policy for the company outlining the parameters of
identification, assessment, monitoring and mitigation of various risks which is available
on the website of the company.
committees of the board
The Committees of the Board focus on certain specific areas and make an
informed decisions in line with the delegated authority.
The following Committees constituted by the Board function according to
their respective roles and defined scope:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder relationship Committee
4. Corporate Social responsibility Committee
5. Risk Management Committee
During the year under review, all recommendations made by the various
committees of the Board have been duly accepted by the Board.
The Composition of the said Committees are as under:
Audit Committee:
As on date, the Audit Committee comprises of:
| Name of Director |
Designation of Committee |
Nature of Directorship |
| Mr. Chandan Kumar Kaushal* |
Chairperson |
Independent Director |
| Mr. Karan Vir Bindra |
Member |
Independent Director |
| Mr. Manish Grover |
Member |
Managing Director |
*Mr. Chandan Kumar Kaushal was appointed as the chairperson of the
Committee w.e.f. April 29, 2024.
Our Company Secretary and Compliance officer will act as the secretary
of the Committee.
Nomination And Remuneration Committee:
As on date the Nomination and Remuneration Committee comprises of:
| Name of Director |
Designation of Committee |
Nature of Directorship |
| Mr. Karan Vir Bindra |
Chairperson |
Independent Director |
| Mr. Chandan Kumar Kaushal * |
Member |
Independent Director |
| Ms. Shreya Grover |
Member |
Non - Executive Director |
* Mr. Chandan Kumar Kaushal was appointed as the member of the
Committee w.e.f. April29, 2024.
Our Company Secretary and Compliance officer will act as the secretary
of the Committee.
Stakeholders' Relationship Committee:
As on date the Stakeholders' Relationship Committee comprises of:
| Name of Director |
Designation of Committee |
Nature of Directorship |
| Mr. Chandan Kumar Kaushal ' |
Chairperson k |
Independent Director |
| Ms. Bhavna Grover |
Member |
Whole Time Director |
| Ms. Manish Grover |
Member |
Managing Director |
* Mr. Chandan Kumar Kaushal was appointed as the chairperson of the
Committee w.e.f. April 29, 2024.
Our Company Secretary and Compliance officer will act as the secretary
of the Committee.
Corporate Social Responsibility Committee:
As on date CSR committee comprises of:
| Name |
Designation |
Nature of Directorship |
| Karan Vir Bindra |
Chairman |
Independent Director |
| Manish Grover |
Member |
Managing Director |
| Bhavna Grover |
Member |
Whole Time Director |
Risk Management Committee:
As on date Risk Management committee comprises of:
| Name |
Designation |
Nature of Directorship |
| Manish Grover |
Chairman |
Managing Director |
| Bhavna Grover |
Member |
Whole Time Director |
| Priyanka Bansal |
Member |
Independent Director |
* Ms. Priyanka Bansal was appointed as the Member of the Committee
w.e.f. April 21, 2025.
code of conduct
The Board has laid down a Code of Conduct for all Board members and
Senior Management Personnel of the Company. The Code is displayed on the website of the
Company www.jeenasikho.com. All Board members and Senior Management Personnel have
affirmed compliance with the said Code of Ethics & Conduct.
transfer of unclaimed dividends/ shares to investor education &
protection fund authority
Pursuant to Section 124 of the Companies Act, 2013, read with Investors
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, all
unpaid or unclaimed dividends are required to be transferred by the
Company to the Investors Education and Protection Fund (IEPF) established by the Central
Government of India, after the completion of seven years. Further, all shares in respect
of which dividend has not been paid or claimed for seven consecutive years or more shall
also be required to be transferred by the Company to the Demat Account of the IEPF
Authority.
There were no unclaimed dividends due for transfer to the IEPF during
the financial year 2024-25.
statutory auditors & auditor's report
M/s. KRA & Co., Chartered Accountants (Firm Registration No.
020266N), holding a valid certificate issued by the Peer Review Board (Certificate No.
012550) of the Institute of Chartered Accountants of India (ICAI) were appointed as the
Statutory Auditor of the Company for a term of 5 years w.e.f. conclusion of 4th
Annual General Meeting of the Company till the conclusion of the 09th Annual
General Meeting.
Statutory auditors' Report
The Auditors Report on the standalone financial statements of the
Company for the financial year ended 31 March 2025, read with relevant notes thereon, is
self-explanatory and therefore does not call for any further comments. The Auditors Report
does not contain any qualifications, reservations, or adverse remarks.
Details with respect to frauds reported by auditors
During the year, the Statutory Auditors have not reported any matter
under the second proviso of Section 143(12) of the Companies Act, 2013, and therefore no
details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
secretarial auditors and their report
In terms of Section 204(1) of the Companies Act, 2013 read with rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Rawal & Co. (Firm Registration no. S2020UP717200), holding a
valid certificate issued by the Peer Review Board (Certificate No. of the Institute of
Companies Secretaries of India (ICSI), as the Statutory auditor of the Company for the
Financial Year 2024-25.The Secretarial Audit Report as given by the Secretarial Auditors,
in Form No. MR-3 of Jeena Sikho Lifecare Limited is annexed to this Report as Annexure -
1.
There are no qualifications, reservations, adverse remarks, comments,
observations or disclaimer made by the Secretarial Auditors in their report. There were no
frauds reported by the Secretarial Auditors under the provisions of Section 143 of the
Act.
cost auditors
The provisions of maintenance of Cost Records as specified by the
Central Government under subsection (1) of Section 148 of the Act are not applicable on
the Company.
meetings of board of directors
During the financial year 2024-2025, your Board of Directors have meet
23 (Twenty-Three) times. The details of meeting & attendance are given hereunder. The
intervening gap between the Meetings was within the prescribed period.
| Date of Board Meeting |
No. of Directors eligible to attend |
No. of Directors attended meeting |
| 29-04-2024 |
5 |
5 |
| 15-05-2024 |
5 |
5 |
| 10-06-2024 |
5 |
5 |
| 19-06-2024 |
5 |
5 |
| 02-07-2024 |
5 |
5 |
| 29-07-2024 |
5 |
5 |
| 11-07-2024 |
5 |
5 |
| 12-08-2024 |
5 |
5 |
| 02-09-2024 |
5 |
5 |
| 13-09-2024 |
5 |
5 |
| 16-09-2024 |
5 |
5 |
| 03-10-2024 |
5 |
5 |
| 11-10-2024 |
5 |
5 |
| 16-10-2024 |
5 |
5 |
| 05-11-2024 |
5 |
5 |
| 11-11-2024 |
5 |
5 |
| 04-12-2024 |
5 |
5 |
| 04-01-2025 |
5 |
5 |
| 25-01-2025 |
5 |
5 |
| 31-01-2025 |
5 |
5 |
| 25-02-2025 |
5 |
5 |
| 04-03-2025 |
5 |
5 |
| 19-03-2025 |
5 |
5 |
meeting of independent directors
Pursuant to Secretarial Standard -1 relating to Board Meeting issued by
the Institute of Company secretaries of India, the independent directors shall conduct at
least One (1) meeting in a Calendar Year to review the performance of Non-Independent
Directors and the Board as a whole; to review the performance of the Chairman and to
assess the quality, quantity and timeliness of flow of information between the company
management and the Board and its members that is necessary for the Board to effectively
and reasonably perform their duties.
Accordingly, all Independent Directors of the Company has conducted a
meeting dated 31 March 2025, without presence of non-independent director where they
review the performance of all non-independent director of the company and the board as a
whole, also review the performance of the Chairman of the company and assess the quality,
quantity and timeliness of flow of information between the company management and the
Board.
annual return
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies
Act, 2013, and Companies (Management and Administration) Rules, 2014, the Annual Return of
the
Company containing the particulars as prescribed under Section 92 of
the Companies Act, 2013, in Form MGT-7, is available on the Company's website at the
weblink https:// www.jeenasikho.com.
corporate social responsibility
The Company comes under the criteria as mentioned in section 135 of the
Companies Act, 2013 i.e., Corporate Social Responsibility and accordingly the amount has
been spent on CSR activities in the financial year 2024-2025 to comply with the
requirements of necessary social expenditure which is Rs. 100.31 Lakhs i.e. (2% of the
average net profit of immediate preceding three (3) financial years). The constitution of
CSR Committee was applicable for FY 2024-25, subsequently the CSR Committee is formulated
and the composition is also given. The CSR Report is annexed as Annexure - 2.
The Board of Director of your Company has formulated and adopted a
policy on CSR which can be accessed at https:// www.jeenasikho.com/policies
The CSR Policy of your Company outlines the Company's philosophy for
undertaking socially useful programs for welfare and sustainable development of the
community at large as part of its CSR Obligation.
formal annual evaluation
The Companies Act, 2013 and SEBI Listing Regulations contain provisions
for the evaluation of the performance of:
(i) the Board as a whole;
(ii) various committees of the Board; and
(iii) the individual directors (including independent directors and the
Chairperson).
The Board of Directors carried out an annual evaluation of its own
performance, Board Committees, and individual directors pursuant to the provisions of the
Companies Act, 2013, and SEBI Listing Regulations.
The performance of the Board was evaluated based on inputs from the
board members, the Board's composition, the effectiveness of board processes, information
and functioning, areas, and quality of the review, and the establishment and delineation
of responsibilities to committees.
The performance of the individual directors was reviewed based on
inputs from the board members, including input on the contribution of the individual
directors to the board and committee meetings.
The performance of the Chairman was evaluated based on inputs from the
board members regarding his leadership, stakeholder management, vision, and strategy.
The performance of the committees was evaluated based on inputs
received from the committee members, covering the inputs on the composition of committees,
effectiveness of committee meetings, degree of fulfilment of key responsibilities,
committee dynamics, and quality of the relationship of the committee with the board and
the management.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013,
and the SEBI Listing Regulations, a meeting of the Independent Directors of the Company
was held on 31 March 2025, without the presence of nonindependent directors and members of
the management. At this meeting, the Independent Directors, inter alia, reviewed the
performance of the Non- Independent Directors, the Board as a whole, and the Chairman of
the Company, taking into consideration the views of both Executive and NonExecutive
Directors.
They also assessed the quality, quantity, and timeliness of the flow of
information between the Management and the Board, which is critical for the Board to
effectively discharge its responsibilities. The observations and feedback of the
Independent Directors were duly communicated to the Chairman of the Board as part of this
evaluation process.
nature of business
There has been no change in business of the Company.
Jeena Sikho has a diverse portfolio consisting of a number of brands
and sub-brands including "Shuddhi". The Company offers a variety of Ayurvedic
Products and services through Shuddhi clinics and HIIMS, all over the Country. The Company
has presence across various channels such as general groceries,
chemists, organized retail and ecommerce.
management discussion and analysis report
A detailed review of operations, performance and future outlook of your
company and its businesses is given in the Management Discussion and Analysis Report for
the FY 2024-25, which forms part of this report.
particulars of loans, guarantees or investments under section 186
The details of loans and Investments and guarantees covered under the
provisions of Section 186 of the Act are given in the Notes to the Financial Statements
forming a part of Annual Report.
Current borrowings of the company are compliant with Section 180(1)(c)
of the Companies Act, 2013.
particulars of contracts or arrangements with related parties
During the year under review, all transactions entered by the Company
with Related Parties as defined under the Act were in the ordinary course of business and
on an arm's length pricing basis and do not attract the provisions of Section 188 of the
Act. All related party transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained before the commencement of the new financial year, for the
transactions which are repetitive in nature and also for the transactions which are not
foreseen.
During the year, the Company did not enter into any related party
transactions that had a conflict with that of the Company at large. Further, the Company
did not enter into any material related party transactions, as specified in Section 188(1)
of the Companies Act, 2013, with any of its related parties.
The details of related party transactions as entered into by the
Company are disclosed in the standalone financial statements of the Company.
Further, pursuant to the provisions of Section 188 of the Companies
Act, 2013, read with rules framed thereunder, the disclosure of particulars of
contracts/arrangements with related parties in Form AOC-2 is annexed to this Report as
Annexure - 3.
In line with the requirements of the applicable laws, the Company has
formulated a policy on related party transactions which is uploaded on the website of the
Company at: https://www.jeenasikho.co.in/policies.
disclosure under the sexual harassment of women at workplace
(prevention, prohibition and
REDRESSAL) act, 2013
The Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules thereunder. As required under law, an Internal
Compliance Committee has been constituted for reporting and conducting inquiry into the
complaints made by the victim on the harassments at the workplace.
During the year the period under review, the Company has not received
any sexual harassment complaints during the financial year nor any complaint is pending at
the end of the financial year.
The Policy for Prevention of Sexual Harassment of the Company is
available on the Company's website at the web link https://jeenasikho.com/investors/.
significant and material orders passed by the regulators or courts or
tribunals impacting the going concerns status and company^ operations in future
There is no significant and material order passed by the regulators or
courts or tribunals impacting the going concern status and the Company's operations in
future.
material changes and commitment affecting the financial position
There have been no material changes and/or commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company and the date of the Report.
conservation of energy, technology absorption, foreign exchange
earnings and outgo
Pursuant to provisions of Section 134(3)(m) & Rule 8(3) of
Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption
and foreign exchange earnings and outgo has been given in Annexure - 4 to this report.
internal financial controls and their adequacy
The Company has a proper and robust system of internal controls geared
towards achieving efficiency of business operations, safeguarding the Company's assets and
ensuring optimum utilization of resources. Such controls also ensure accuracy and
promptness of financial reporting and compliance with statutory regulations.
In the opinion of the Statutory Auditors of the Company, as expressed
by them in their report, the Company has adequate internal control systems over financial
reporting as at 31 March, 2025.
human resources
Your Company treats its "human resources" as one of its most
important assets. Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that provide focused
people attention are currently underway. Your Company's thrust is on the promotion of
talent internally through job rotation and job enlargement.
particulars of employees
In terms of the 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, disclosure pertaining to remuneration and other details are
provided in the Annexure - 5 to this Report.
Particulars of employee remuneration, as required 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 forms an integral part
of this Annual Report. In terms of the provisions of the first proviso to Section 136 (1)
of the Companies Act, 2013, the Annual Report is being sent to Members, excluding the
aforementioned information. Any Member interested in obtaining a copy of such statement
may write to the Company Secretary of the Company at cs@ jeenasikho.com.
compliance with secretarial standards
The Company complies with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.
business responsibility and sustainability report ("BRSR")
In Compliance with Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company is required to prepare a Business
Responsibility and Sustainability Report on the environmental, social, and governance
disclosures. The Business Responsibility and Sustainability Report of the Company for the
financial year ended 31 March, 2025, is presented in the separate section and forms part
of this Report.
industrial relations
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of employees have enabled
the Company to remain at the leadership position in the industry. It has taken various
steps to improve productivity across organization.
registrar and share transfer agent
During the year under review, Skyline Financial Services Pvt. Ltd. was
the Registrar and Transfer Agent of the Company.
compliance with the maternity benefit act, 1961
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, including all applicable amendments and rules framed thereunder. The Company is
committed to ensuring a safe, inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits as prescribed under the
Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment
or service conditions on the grounds of maternity. Necessary internal systems and HR
policies are in place to uphold the spirit and letter of the legislation.
directors' responsibility statement
Pursuant to the provisions under Section 134(5) of the Act, with
respect to Directors' Responsibility Statement, the Directors confirm:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have been made from the
same;
b) That they had selected such accounting policies and applied them
consistently, and made judgements and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
c) That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
d) That they had prepared the annual accounts on a going concern basis;
e) That they 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) That they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
other disclosures
There were no transactions on the following matters during the year and
hence no reporting or disclosure is required:
Issue of equity shares with differential rights as to dividend,
voting, or otherwise.
Issue of shares (including sweat equity shares) to employees of
the Company under any scheme save and except the Employees' Stock Option Scheme referred
to in this Report.
There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
appreciation
Your directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/ associates, and Central and State
Governments for their consistent support and encouragement of the Company. We place on
record our appreciation for the contribution made by our employees at all levels. Our
consistent growth was made possible by their hard work, solidarity, cooperation, and
support.
|
For and on behalf of Board |
|
Jeena Sikho Lifecare Limited |
| Sd/- |
Sd/- |
| Manish Grover |
Bhavna Grover |
| Managing Director |
Whole Time Director |
| DIN:07557886 |
DIN: 07557913 |
| Date: 27.08.2025 |
|
| Place: Zirakpur, Punjab |
|
|