The Board of Directors are pleased to present the annual report and
audited financial statements of the Company for the Financial Year ended March 31, 2025.
FINANCIAL YEAR
The Board of Directors of the Company, on January 23, 2025, approved
the change in the Financial Year of the Company from "July 1 - June 30" period
to "ApriLI - March 31" period. Consequently, the Financial Year of the Company
for the period under review, viz., 2024-25, is a period of 9 months commencing on July 1,
2024, and ending on March 31, 2025. Subsequent financial years of the Company shall
commence on April 1 every year and end on March 31 of the succeeding year.
Accordingly, this report together with all its annexures, audited
financial statements and auditors' report have been prepared for the nine months
period from July 1, 2024 to March 31, 2025. Hence, the numbers are not comparable to the
previous financial year, which was a twelve months period (July 1, 2023 to June 30, 2024).
FINANCIAL HIGHLIGHTS
The Company's financial performance for the Financial Year ended March
31, 2025 is summarized below:
(Rs in Crores)
Particulars |
2024-25* |
2023-24 |
Revenue from operations |
934.17 |
1,151.26 |
Sale of products |
918.09 |
1,129.49 |
Profit before tax |
311.62 |
293.51 |
Profit after tax |
234.41 |
200.98 |
Appropriations: |
|
|
Opening balance in retained earnings |
157.57 |
370.91 |
Profit for the year |
234.41 |
200.98 |
Other comprehensive income |
(2.62) |
0.67 |
Dividend paid in the year |
(232.40) |
(414.99) |
Transfer from share option outstanding account |
3.92 |
- |
Deemed equity distribution to ultimate holding company |
(0.95) |
- |
Closing balance in retained earnings |
159.93 |
157.57 |
Earnings per share |
|
|
Basic and Diluted (before exceptional items) (Rs) |
141 |
133 |
Basic and Diluted (after exceptional items) (Rs) |
141 |
121 |
*Financial Year 2024-25 is a 9 month period from July 1, 2024 to March
31, 2025, and hence the figures are not comparable with tht previous financial year which
is a 12 month period.
DIVIDEND
During the Financial Year, the Board of Directors of the Company at its
meeting held on February 12, 2025, declared an interim dividend ofRs 80 per equity share,
which was paid on March 6, 2025.
The Board of Directors of the Company, at its meeting held on May 29,
2025, have recommended a final dividend of ' 45 per equity share, for the Financial Year
ended March 31, 2025. This final dividend is subject to approval of the Members at the
ensuing 58th Annual General Meeting of the Company.
The aggregate dividend for the Financial Year ended March 31, 2025,
(including the interim dividend) amounts to ' 125 per equity share.
MANAGEMENT DISCUSSION & ANALYSIS:
ECONOMIC OUTLOOK, RISKS AND OPPORTUNITIES
The International Monetary Fund (IMF) projects Indian economy to grow
by 6.2% in 2025 and 6.3% in 2026. This estimate stands tall against the global growth
projection which is projected at 3.3% in both 2025 and 2026, thus projecting that India
will maintain its position as a fast-growing major economy globally. The growth for India
is expected to be supported by private consumption, particularly in rural areas.
Further, IMF predicts the global inflation rate to decrease to 4.3% in
2025 and decline further to 3.6% in 2026. Steady government and private investment and
economic indicators of tax collections, foreign reserves continuing to be healthy, present
an optimistic outlook for future, however, inflation and demand needs to be remain on the
watchlist in Light of the evolving global trade policies.
Although India's economy is well-paced for growth, uncertainties
in global markets, financial volatility, and disruptions in trade presents significant
risks. Strategic reforms and fiscal strategies are crucial to sustain and boost this
growth amid evolving global dynamics.
India's consumer healthcare market is experiencing significant
growth, with projections indicating a compound annual growth rate of 8.8% until 2030. Key
factors driving this expansion include increased health consciousness, a move towards
preventive care, and a greater use of digital health technologies. There is a rising
demand for over-the-counter (OTC) products, dietary supplements, and wellness solutions,
as consumers gravitate towards self-care and favor natural, transparent ingredients.
The Vitamin Mineral & Supplement category showed steady growth,
mainly behind pricing but with flat volume. The category saw acceleration in e-commerce
channel with e-pharmacy platforms focusing on user acquisition. E-commerce and omnichannel
approaches are transforming consumer purchasing habits, while a focus on sustainability is
prompting the adoption of eco-friendly packaging and ethical sourcing practices.
Overall, the outlook for this sector remains very positive, supported
by demographic trends, advancements in digital technology, and changing consumer
preferences.
The Company is well-positioned to sustain and strengthen its position
in the market.
Sources:
Press releases of Ministry of Finance dated March 20, 2025 and April
23, 2025; and IMF World Economic Outlook, April, 2025
FINANCIAL RATIOS & INDICATORS
Particulars |
2024-25 |
2023-24 |
% Change |
Debtors (trade receivables) turnover ratio |
8.10 |
11.45 |
-29@ |
Inventory turnover ratio |
8.55 |
9.43 |
-9@ |
Net capital turnover ratio |
3.00 |
3.77 |
-20@ |
Trade payables turnover |
1.46 |
1.63 |
-10@ |
Current ratio |
2.44 |
2.39 |
2 |
Return on Capital Employed |
54% |
51% |
6@ |
Return on Investment |
6% |
5% |
20@ |
Operating profit margin |
33% |
23% |
10@ |
Net profit margin |
25% |
17% |
44A |
Return on Networth |
87% |
31% |
180%A |
The Company did not have any borrowings during the Financial Year,
hence interest coverage ratio and debt equity ratio are not applicable.
@The numbers are not comparable as current year is a nine month period
vs. twelve month period in the previous year ^Operational efficiency due to cost
optimization.
BUSINESS PERFORMANCE AND GROWTH STRATEGY
The Company's healthcare portfolio is designed towards delighting
consumers by providing a diverse range of high-quality and affordable category of
vitamins, minerals, and supplements (VMS) to patients, consumers, and customers across the
Country. Renowned for its Longstanding Legacy in the healthcare sector, the Company boasts
of a portfolio of well-established brands in India, including Neurobion, Evion,
Polybion, Livogen, Nasivion, and Seven Seas, helping generations of consumers
Live healthier and more vibrant Lives.
For the Financial Year ending March 31, 2025, the Company recorded
sales ofRs 918 Crores and a profit after tax of ' 234 Crores. These stellar results were
recorded owing to superior brand building initiatives, supported by strengthened supply
chain and go-to- market capabilities.
The Company continues to remain focused on Long term value creation and
to better serve consumers, customers, employees, society, and shareholders, through its
integrated growth strategy, which consists of five strategic and integrated choices:
1. A focused portfolio of trusted and quality brands where performance
drives brand choice.
2. Irresistible superiority across product, package, brand
communication, retail execution and value, to delight consumers and grow markets.
3. Productivity improvement in all areas of its operations.
4. Constructive disruption - a willingness to change, adapt and create
new trends, technologies and capabilities that will shape the future of our industry.
5. An empowered, agile and accountable organization that is inclusive
and diverse - enabling us to better serve an increasingly diverse set of consumers.
The decisions we make reinforce and build upon one another, and when
implemented effectively, they Lead to growth in both revenue and profitability as well as
value creation. There remains meaningful opportunity for improvement and Leverage in every
aspect of this strategy, and the Company continues to focus on strengthening the execution
of these choices.
Public health concerns such as Vitamin deficiencies, Neuropathy, Iron
deficiency (Anaemia), continue to be underdiagnosed and undertreated due to multiple
challenges Like Lack of awareness of symptoms, understanding of treatment options and
their impact on quality of Life. During the year, the Company focused on increasing
consumer awareness about health and wellness through campaigns, educational programs, and
across digital platforms-through Launching of notable initiatives.
The Company's high-concentration B-vitamin offerings through its
flagship product Neurobion, recorded a double-digit growth. The Company
collaborated with healthcare organizations to hold scientific symposiums for doctors
focused on identifying early signs, assisting patients in expressing symptoms, diagnosing
high-risk individuals, and discussing the Latest treatment protocols. Neurobion Forte
Launched "Sabse Bada B" campaign, in partnership with the iconic
Bollywood figure, Mr. Amitabh Bachchan, Leveraging his voice to emphasize on the essential
role of Vitamin B in supporting nerve health and alleviating related symptoms.
Evion achieved double-digit growth, contributing to the
acceleration of the Vitamin E category and increased its market share. This success was
driven by significant increase in go-to-market interventions at trade and retail Levels,
enhancements in packaging and effective communication with healthcare professionals (HCPs)
and consumers. These efforts significantly boosted Evion's brand awareness. The
significance of Vitamin E has been closely Linked to cell health. The Company, through its
communication on unpause with Evion' emphasized the importance of rich
antioxidants in Vitamin E for repairing and protecting muscles, thereby helping
individuals to unpause their fitness routines and Lead a healthier Lifestyle.
Livogen had a strong growth, primarily driven by its effective
demonstration-led communication aimed at HCPs and the industry-leading "Baraah
(12) ka Naara" campaign in partnership with FOGSI (the apex body of
Gynecologists). The campaign promoted early diagnosis of anemia (iron deficiency) and
importance of maintaining a healthy hemoglobin Level.
Polybion achieved mid-single-digit growth despite facing
difficulties in the B-complex category in the country. The Company remained committed on
improving category and brand awareness through the Launch of the "Recovery ka
Saathi" campaign, aimed at creating HCP awareness about micronutrients
supplementation (including B-complex) through recovery guidelines publication, recovery
summits etc. bringing spotlight on science of micronutrients in convalescence.
Note: P&G Health and Indian Medical Association partnered to launch
'India's First Patient Recovery Guidelines' for doctors.
Nasivion faced a challenging year due to a decline in the nasal
decongestant category. Despite these external challenges, the brand remained dedicated
towards increasing awareness about the advantages of nasal decongestants through HCP
activations and successfully gained its market share, surpassing the overall category.
Seveseas showcased strong double-digit growth, primarily fuelled by
enhancements in packaging, distinctive branding at e-pharma platforms & interventions
at trade and retail levels.
Achieving success in this industry demands that we adopt an agile
approach combined with mindset towards constructive disruption. This translates to a
willingness to change, adapt and create new trends, technologies and capabilities that
will shape the future of our industry. The Company is focused on Leading disruption in a
constructive way that delivers better outcomes and creates value for its stakeholders. The
Company's commitment towards superiority extends to retail execution, where it is
developing models, tools and capabilities to excel in both physical and digital
environments. The Company collaborates with distributors to ensure product availability
while also supporting them in building strong selling capabilities.
Across its portfolio, the Company Listens to consumers' needs and
integrates these insights into product, packaging, brand messaging, education and retail
execution to create value. The Company strives to identify opportunities for growth,
thereby making a meaningful difference in the Lives of consumers and its stakeholders
alike.
RISK MANAGEMENT
The Company has formed a Risk Management Committee and has also adopted
a risk management policy, ensuring that effective measures are implemented to anticipate,
prepare for and mitigate the various risks the Company may encounter. The risk management
strategy emphasizes on the swift recognition and appropriate response to these risks. The
Company's risk management policy is in Line with the parent Company's global
guidelines.
The performance of the Company may be impacted by factors such as price
control on products, customer behaviour change, development of new demand, changing
economic policies due to geopolitical events, talent development and management,
negotiations with Labour unions, cyber security, supply challenges from third party
contract manufacturers, Legal and regulatory changes, etc. To address these risks, the
Company has devised a comprehensive operational contingency plan. Additionally, it has
formulated a business contingency plan for key suppliers and in response to natural
disasters. Sufficient insurance coverage is also arranged to safeguard the Company's
asset value.
A rigorous evaluation process has been established to meticulously
assess all distributors and suppliers prior to their selection.
In alignment with its commitment to business sustainability and
governance, the Company employs a forward-thinking risk management approach aimed at
protecting its employees, assets, and the environment, while ensuring ongoing growth and
operational continuity in accordance with applicable regulations.
These risks are identified through a structured process across various
departments, and the Company strives to associate each identified risk with an equivalent
mitigation strategy to ensure business continuity. Risk managers actively chart risks to
foster a robust risk management culture. Routine reviews of risk reports are conducted to
ensure that mitigation strategies are effective, for the fact that not all risks can be
eliminated entirely.
REGULATORY AND COMPLIANCE
The Company operates within the Letter and spirit of all applicable
Laws. General compliance with Legal requirements is an important component of the
Company's Worldwide Business Conduct Manual ("WBCM") and the same expects the
following action from every employee:
The Company's business is subject to stringent compliances under
various Laws, such as the pricing regulations set by the Government, Foods and Drugs
Administration Legislation, food safety regulations and standards, government approvals
and the Company's internal code of conduct with respect to compliances, including
those applicable to interactions with HCPs.
Amendments to statutes and the compliance with applicable Laws as well
as policies may prove to be challenging as it requires constant monitoring. To support
such monitoring requirement, the Company has set in place the requisite mechanism for
meeting with the compliance requirements, periodic monitoring of compliance to avoid any
deviations, and regular updates to keep pace with the regulatory changes.
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company prioritizes internal controls as a fundamental aspect of
its organizational culture, while ensuring compliance with internal policies and
applicable Local Laws. To achieve this, the Company has established a comprehensive
framework for internal controls and risk management, which encompasses several key
practices:
a) Controls Self-Assessments (CSAs)
To proactively identify and address potential control weaknesses, the
Company conducts extensive Controls Self-Assessments on an annual basis across its various
business processes. These assessments evaluate adherence to standard control objectives
and activities, allowing the organization to implement necessary improvements effectively
and mitigate risks, if any.
b) Internal Compliance Experts
The Company employs a team of internal compliance experts who provide
essential guidance to ensure that business operations align with Legal and regulatory
requirements. Independent internal controls experts Lead reviews and audits of key
processes, including selling, revenue, distribution, trade & marketing spends, vendor
payments, and plant operations. Findings from these audits are communicated to senior
management, who then develop action plans to enhance the internal control environment.
This team also focuses on high- risk areas and monitors compliance with the Sarbanes-OxLey
Act (SOX), ensuring that management's corrective actions are reviewed and reported.
c) Governance Board
The Governance Board, which consists of key executives such as the
Managing Director, Chief Financial Officer, Chief Human Resource Officer, Supply Chain
Leader, Legal Counsel, and
Sales Leader, plays a crucial role in enterprise- level risk
management. The Governance Board collaborates with process owners and functional managers
to assess risks and ensure that timely corrective actions are taken, thereby fostering a
culture of accountability and proactive risk mitigation throughout the organization.
d) Do the Right Thing Training
The Company conducts annual "Do the Right Thing" training for
all employees, reinforcing the importance of ethical behavior and compliance with the
Company's Principles, Values, and Purpose. This training ensures that employees are
equipped to make ethical decisions aligned with the Company's values.
By integrating these comprehensive practices into its operations, the
Company reinforces its commitment to maintaining a strong internal control environment
that promotes operational integrity, compliance, and overall organizational resilience.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A separate report on Business Responsibility and Sustainability has
been appended as Annexure I to this Report.
CORPORATE SOCIAL RESPONSIBILITY
As a responsible healthcare Company, the Company continued to
channelize its Corporate Social Responsibilities (CSR) efforts towards building a
healthier India under its CSR umbrella program -SEHAT' (meaning Health). With
SEHAT, the Company aspires to make a sustainable impact to public health in India.
The Company has constituted a CSR Committee. The composition and terms
of reference of the Corporate Social Responsibility Committee are provided in the
Corporate Governance Report annexed to this Annual Report.
A brief outline of the Corporate Social Responsibility Policy of the
Company and the initiatives undertaken by the Company on CSR activities during the
Financial Year are set out in Annexure II to this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014. In compliance with
requirements of Section 135 of the Companies Act, 2013, the Company has Laid down a CSR
Policy which is published on its website- https://www.pghealthindia.com/investors/.
ENVIRONMENTAL SUSTAINABILITY AND
CONSERVATION OF ENERGY
The Company believes that its efforts in environmental sustainability
are important to create superior propositions for consumers, customers, and shareholders,
while improving its environmental impact. The Company continuously seeks to reduce the
footprint of its operations and to enable consumers to reduce their footprint, when they
use Company's products.
The Company's plant site at Goa is a zero-
manufacturing-waste-to-LandfiU site, which means that no manufacturing waste is discharged
into the environment. The Company contributes to the P&G group's ambition to
reduce Green House Gas emissions across its operations. The Company will continue to
strive in its efforts towards this ambition.
The Company continues to be compliant with the government's
Extended Producer Responsibility guidelines on plastic packaging waste collection.
During the Financial Year 2024-25, the Company has undertaken several
initiatives aimed at enhancing its environmental sustainability practices. These actions
are aligned with P&G's group's goals for reducing its ecological footprint
and promoting sustainable operations.
For a detailed report on Company's sustainability efforts, kindly refer
to the Business Responsibility and Sustainability section appended as Annexure I to this
report.
TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT
The Company has the advantage of availing advanced technology and
continuous upgradation thereof from The Procter & Gamble Company, USA and its
subsidiaries. This is an unmatched competitive advantage that helps the Company deliver
strong business results.
The Company, having ongoing access to cutting- edge technology, derives
benefits such as product development, consistent superior product quality, process
efficiencies, cost effectiveness and energy efficiency.
Technology absorption and adaptation is a continuous process. The
products manufactured and sold by the Company are a result of the imported technology
received on an ongoing basis. Initiatives are constantly undertaken for innovation of
products, new product development, improvement of packaging, enhancement of product
quality and application of best information technology to automate, simplify and generate
efficiencies in various business processes.
The Company believes in exploring the Latest technology from both
within India and beyond to ensure the best quality product is made by the Company for our
consumers. The Company has actively invested in advanced technologies that facilitate
sustainable practices. This includes the adoption of energy-efficient equipments and
processes, which not only reduce energy consumption but also enhance productivity.
Details of the expenditure on Research & Development (R&D)
undertaken during the Financial Year:
(Rs In Lakhs)
Expenditure on R&D* |
2024-25 |
2023-24 |
Capital |
- |
- |
Recurring |
261 |
386 |
Total |
261 |
386 |
Total R&D expenditure as a percentage of total turnover |
0.28% |
0.36% |
* The aforesaid R&D expense does not include people costs.
FOREIGN EXCHANGE EARNINGS & OUTGO
The details of foreign exchange earnings and outgo as required under
Section 134 of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules,
2014 are mentioned below:
( in Lakhs)
|
For the Financial Year ended March 31, 2025 |
For the Financial Year ended June 30, 2024 |
Foreign Exchange earnings |
4,660 |
5,421 |
Foreign Exchange outgo |
7,049 |
8,013 |
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on related party transactions for
the purposes of review and approval of related party transactions. The policy on related
party transactions as approved by the Board of Directors is uploaded on the Company's
website - https://www.pghealthindia.com/investors/.
Prior omnibus approval is obtained for related party transactions which
are of repetitive nature and entered in the ordinary course of business and at arm's
Length. ALL related party transactions are subjected to independent review by Chartered
Accountant firm to confirm compliance with the requirements under the Companies Act, 2013
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
ALL related party transactions undertaken during the Financial Year
were in ordinary course of the business and on arm's Length basis. Accordingly, the
disclosure of related party transactions as required under section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2 is not applicable to the Company.
PUBLIC DEPOSITS
The Company has not accepted any public deposits during the Financial
Year 2024-25.
PARTICULARS OF LOANS AND GUARANTEES GIVEN OR INVESTMENTS MADE
The Company has neither given any Loans or guarantees nor made any
investments during the Financial Year 2024-25.
DISCLOSURE UNDER 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 Rules thereunder. The
Company has ensured a wide dissemination of the Policy and has conducted various awareness
program at all Locations of the Company. The Company has constituted requisite Internal
Complaints Committees.
During the Financial Year, no complaints with allegations of Sexual
Harassment were filed with the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) of the Companies Act,
2013, the Directors confirm that:
a. In the preparation of the annual accounts for the Financial year
ended March 31, 2025, the applicable accounting standards have been
followed along with proper explanation relating to material departures
b. Appropriate accounting policies were selected and applied
consistently. The judgments and estimates made 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 of the Company for that period
c. Proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act were taken safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities
d. Annual accounts have been prepared on a going concern basis
e. Appropriate internal financial controls were Laid down during the
year, which were adequate and were operating effectively and
f. Proper systems were devised to ensure compliance with the provisions
of all applicable Laws, which were adequate and operating effectively.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditors'
Certificate on its compliance is annexed to this Report.
ANNUAL RETURN
The annual return for the Financial Year 2024-25 as required under
Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the website of the Company, which can be
accessed at https://www.pghealthindia.com/investors/.
HUMAN RESOURCES
The Company continues to focus on creating an appealing employer brand,
attracting talent that aligns with the Company's values, and nurturing that talent for
future success. The Company has developed comprehensive employee centric human resource
strategies, to ensure that the organization is well-prepared to meet future challenges.
India remains a criticaltalent source for the Company, and the Company
has adapted its campus initiatives to proactively address the ever-evolving talent
cohorts. The Company has Launched innovative campus programs and revamped existing ones to
continue to attract the best talent. The Company's internships, onboarding, and
Learning & development programs continue to receive recognition in various campus
surveys. The Company is committed to nurturing its talent and fostering diverse Leaders
who will thrive in its ecosystem.
To craft a winning culture, it is vital to enroll and empower the
organization right from Day 1 during their comprehensive corporate on-boarding program -
GETiN. By enhancing it's DNA via Growth Mindset, the Company encourages the organization
and its people to create a love of learning and resilience that is essential for achieving
organizational and personal goals.
The number of employees as on March 31, 2025 was 1,326.
The Company is compliant with the Maternity Benefit Act, 1961.
The statement of disclosure of remuneration under Section 197 of the
Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure III to this Report.
As per the provisions of first proviso to Section 136(1) of the
Companies Act, 2013, the Report and Financial Statements are being sent to the Members of
the Company excluding the statement of particulars of employees under Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member
interested in obtaining a copy of the said statement may write to the Company Secretary at
investorgrievance.im@ pg.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Suresh TaLwar, Chairman and Non-Executive Independent Director, and
Ms. Rani Jadhav, NonExecutive Independent Director of the Company, ceased to be Directors
on the Board of the Company effective March 31, 2025, pursuant to completion of their
Board tenure. The Board places on record its appreciation for their contributions during
their tenure of directorship on the Board of the Company.
The Board elected Mr. S. Madhavan, Non-Executive Independent Director
as Chairperson of the Board effective April 1, 2025.
The Board of Directors, at its meeting held on February 12, 2025, on
the recommendation of the Nomination & Remuneration Committee, have appointed Mr.
Sharad Tyagi and Ms. Krishna Sarma, as Non-Executive Independent Directors of the Company
effective April 1, 2025, for a period of five years. The Shareholders of the Company
approved said appointments by resolutions passed via postal ballot & e-voting on April
10, 2025.
Ms. Seema Sambasivan, Non-Executive Director, retires by rotation and
being eligible, offers herself for re-appointment at the ensuing 58th Annual
General Meeting. Brief profile and details of the Directorships of Ms. Sambasivan, are
contained in the Corporate Governance section of this Annual Report.
AH Independent Directors of the Company have given declarations to the
Company stating that they meet the criteria of independence as mentioned under Section 149
(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Board is of the opinion that all the Independent Directors of the
Company possess integrity, have relevant expertise and experience and fulfil the
conditions specified under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Details of the familiarization programmes and
annual Board evaluation process for Directors have been provided under Corporate
Governance section of the report.
During the Financial Year, none of the Directors and Key Managerial
Personnel of the Company had any material pecuniary relationship or transactions with the
Company.
NUMBER OF MEETINGS OF THE BOARD
Three (3) meetings of the Board were held during the nine months
Financial Year 2024-25. For details of the meetings of the Board and its Committees,
please refer to the Corporate Governance section of the Report.
POLICIES
The Company has adopted various policies including policies on related
party transactions, corporate social responsibility, vigil mechanism, nomination and
remuneration, materiality of events and dividend distribution, which are available on the
website of the Company at https://www.pghealthindia.com/ investors/#policies
INTERNAL AUDITOR
Mr. Arihant Jain was appointed as Internal Auditor of the Company for
the Financial Year 2024-25.
STATUTORY AUDITORS
The Shareholders at the 55th Annual General Meeting (AGM)
held on November 23, 2022 had approved the re-appointment of M/s. Haribhakti & Co.
LLP, Chartered Accountants (ICAI Firm Registration No.: 103523W/W100048), as statutory
auditors of the Company, to hold office from the conclusion of 55th AGM upto
the conclusion of the 60th AGM.
The Report issued by the Statutory Auditors on the financial statements
of the Company for the Financial Year ended March 31, 2025 is part of the Report. There
have been no qualification, reservation or adverse remark given by the Auditors in their
Report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Secretarial Audit had been carried out by Dholakia & Associates LLP, Company
Secretaries, for the Financial Year ended March 31, 2025. There were no qualifications,
reservation or adverse remarks given by Secretarial Auditors of the Company. The
Secretarial Audit report has been appended as Annexure IV.
Further the Board at its meeting held on May 29, 2025, have approved
appointment of Dholakia & Associates LLP, Company Secretaries, as secretarial auditors
of the Company for a term of five years from April 1, 2025 to March 31, 2030, subject to
approval of shareholders of the Company at the ensuing 58th Annual General
Meeting of the Company.
SECRETARIAL STANDARDS
During the Financial Year, the Company has complied with the mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed cost
audit of the accounts to be maintained by the Company. M/s. Joshi Apte & Associates,
Cost Accountants carried out the cost audit for the Financial Year 2024-25.
The Board of Directors of the Company, on the recommendation made by
the Audit Committee, reappointed M/s. Joshi Apte & Associates, as the Cost Auditors of
the Company for the Financial Year 2025-26. The resolution for ratification of the
proposed remuneration payable to M/s. Joshi Apte & Associates to audit the cost
records of the Company for the Financial Year ending March 31, 2026, is being placed for
the approval of the shareholders of the Company at the ensuing 58th Annual
General Meeting of the Company.
MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS
During the Financial Year under review, no regulator or court has
passed any significant and/or material orders impacting the going concern status of the
Company and its future operations.
ACKNOWLEDGEMENTS
The Board of Directors place on record its deep appreciation for the
co-operation and support of the Government authorities, distributors, wholesalers,
retailers, suppliers, clearing and forwarding agents, business associates, bankers,
consumers, employees and Shareholders and Look forward to their continued support on the
journey ahead.
|
On behalf of the Board of Directors |
Mumbai |
S. Madhavan |
May 29, 2025 |
Chairperson |