Entero Healthcare So Director Report

The Board of Directors of your Company are pleased to present their report together with the audited financial statements for the financial year ended on March 31, 2023.

1.    STATE OF COMPANY'S AFFAIRS

The total income of the Company during the year under review on standalone basis was Rs, 2,302.56 million as against Rs. 1,641.58 million of previous year. The total income of the Company during the year under review on consolidated basis was Rs. 33,057.21 million as against Rs. 25,265,48 million of previous year. The loss after tax on standalone basis was Rs. 124.55 million as compared to previous year loss after tax of Rs. 408.47 million.

2.    FINANCIAL SUMMARY

(Amount in Rs. Million)
	Standalone		Conso	idated
Particulars	For the financial year ended 31/03/2023	For the financial year ended 31/03/2022	For the financial year ended 31/03/2023	For the financial year ended 31/03/2022
Total Income	2,302.56	1,641.58	33,057.21	25,265.48
Total Expenses	2,427.11	2,050.05	33,094.09	25,463.59
Profit / (Loss) before tax	(124.55)	(408.47)	(36.88)	(198.11)
Profit or (Loss) After Tax for the year	(124.55)	(408.47)	(111.04)	i (294.38) ......................................i

The highlights of the financial performance of the subsidiaries of the Company including disclosures in the format of form AOC 1 as on March 31, 2023, are enclosed as Annexure I to this report. The Board do not recommend any amount to be transferred to reserves.

3. SHARE CAPITAL

The Authorized share capital of the Company as on March 31, 2023 was Rs. 8,043,5 million (Rupees Eight Billion Forty-Three Million Five Hundred Thousand only) divided into 4.570 million (Four million Five Hundred Seventy Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each and 799.78 million (Seven Ninety-Nine Million Seven Hundred Eighty Thousand) Compulsorily Convertible Cumulative Preference Shares of Rs. 10/- (Rupees Ten only) each.

The paid up share capita! of the Company as on March 31, 2023 was Rs. 6,677.25 million (Rupees Six Billion Six Hundred and Seventy-Seven Million Twenty-Five Thousand only) consisting of Equity Share Capital of Rs 41,11 million and Compulsorily Convertible Cumulative Preference Share Capital of Rs. 6636.14 million.

The issued, subscribed and paid-up share capital increased from Rs. 6,228,4 million as on March 31, 2022 to Rs. 6,677.25 million as on March 31, 2023. During the year under review, the Company had undertaken following transactions relating to share capital of the Company:

Increase in Share Capital	The Company had issued and allotted 4,46,23,974 Compulsorily Convertible Cumulative Preference Shares of various series and 2,61,327 Equity Shares on Rights basis during the year under review.
Buy Back of Securities	Nil
Sweat Equity	Nil
Bonus Shares	Nil
Employees Stock Option Plan	Nil

4.    DIVIDEND

Your directors do not recommend any dividend for the year ended on March 31, 2023 considering loss incurred by the Company.

5.    EXTRACT OF ANNUAL RETURN:

The annual return of the Company can be accessed at: https://www.enterohealthcare.com/pdf/MGT7.odf

6.    BOARD MEETINGS HELD DURING THE YEAR & ATTENDANCE OF DIRECTORS

During the period under review, the Board of Directors of your Company met Ten (10) times and the gap between two meetings did not exceed as prescribed under the Companies Act, 2013 and rule and circulars issued thereunder. The Board Meetings were held on 9-June-2022, 14-July-2022, 12-Sept-2022, ll-Oct-2022, 17-0ct-2022, 19-Oct-2022, 21-Dec-2022, 03-Jan-2023, 13-Mar-2023, 25-Mar-2023.

S. No.	Name of Directors	No, of Meetings
		Entitled to attend	Attended
1.	Mr. Prabhat Agrawal	10	10
2.	Mr. Prem Sethi	10	10

3.	Dr. Sunny Sharma	10	10
4.	Mr. Vipul Desai	10	10
5.	Mr. Arun Sadhanandham	10	10

7.    CHANGE !N THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL {KMP}:

As on date, the Board of Directors of the Company consists of following Directors:

1.    Mr. Prabhat Agrawal

2.    Mr. Prem Sethi

3.    Dr. Sunny Sharma

4.    Mr. Vipul Desai

5.    Mr. Arun Sadhanandham

None of the directors are liable to retire by rotation.

A.    Changes in Board Structure:

a. Appointment    : Nil

b. Cessation    : Nil

B.    Changes in KMP:

a.    Appointment : Mr. Venkataramana Ram Cheboluwas appointed as Chief Financial

Officer w.e.f. March 13, 2023

b.    Cessation : N.A.

8.    COMPOSITION OF COMMITTEES OF BOARD

The Company was not required to constitute any committees of the Board. The Board has not voluntarily constituted any Committees of the Board.

9.    DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

1.    in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to the material departures;

2.    the Directors had 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 of the company at the end of the financial year ended March 31, 2023, and of the loss of the Company for the period;

3.    the Directors 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;

4.    the Directors had prepared the annual accounts on a going concern basis; and

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

10.    STATUTORY AUDITORS

M/s. MSKA 8c Associates, Chartered Accountants were appointed as Statutory Auditors of the Company at First Annual Genera! Meeting held on 24^th December, 2019 to hold office until the conclusion of Sixth Annual General Meeting of the Company.

11.    REPORTING OF FRAUDS

During the period, there has been no instance of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act 2013 and Rules framed thereunder, either to the Company or to the Central Government.

12.    EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark or disclaimer made by the Auditors in their report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Further, the provisions relating to Secretarial Audit by Practicing Company Secretary are not applicable to the Company.

13.    DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS UNDER SUB SECTION (1) OF SECTION 148

The provisions relating to maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 are not applicable on the Company during the financial year.

14.    MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS REALTE AND THE DATE OF THE REPORT.

No material changes and commitments, affecting the financial position of the Company, occurred from the end of the financial year 2022-23 till the date of this report,

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

(A) CONSERVATION OF ENERGY-
a.    The steps taken or impact on conservation of energy; b.    The steps taken by the company for utilising alternate sources of energy; c.    The capital investment on energy conservation equipments;		The Company is engaged in pharma / surgical products' distribution trading of medicines, etc., which requires very minimum amount of energy. However, the Company has taken measures to reduce energy consumption, wherever possible.
(B) TECHNOLOGY ABSORPTION-
(a)	The efforts made towards technology absorption		No new technology has been absorbed during the financial year.
<b) (cf	The benefits derived like product improvement, cost reduction, product development or import substitution.		N.A,
	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- i.    the details of technology imported ii.    the year of import iii.    whether the technology been fully absorbed iv.    if not fully absorbed, areas where absorption has not taken place, and the reasons thereof		No new technology has been imported during the last three years.
(d)	The expenditure incurred on Research and Development.		NIL

(C) Foreign Exchange earning and outgo:
	Particulars	For the period ended 31/03/2023 (In INR at actual)	For the year ended 31/03/2022 (In INR at actual)
	Foreign exchange earning	-	-
	Foreign exchange outgo*	4,43,41,617	117,787,098
	including advance to vendors of INR 19,79,761 for financial year ended March 31, 2023 and INR 14,12,798 for financial year ended March 31, 2022.

16.    RISK MANAGEMENT POLICY:

The Company operates in a volatile, uncertain, complex and ambiguous (VUCA) world with rapid changes. These changes bring a mix of opportunities and uncertainties impacting the Company's objectives. Risk Management, which aims at managing the impact of these uncertainties, is an Integral part of the Company's strategy setting process. The Company regularly identifies these uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact the Company's longterm goals. Mitigation plans to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership. The Company endeavors to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

17.    CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year under review.

18.    DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

Sr. No.	Particulars	Amount (in INR)
1.	Accepted during the year	NIL
2.	Remained unpaid or unclaimed as at the end of the year	NIL
3.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount	NIL

Sr. No.	Particulars	Amount (in INR)
	involved: i.    at the beginning of the year ii.    Maximum during the year iii.    at the end of the year
4.	Details of deposits which are not in compliance with the requirements of Chapter V of the Act	NIL

*Note: Disclosure pursuant to Rule 2(l)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014: No declaration is required as the Company has not received any monies from the Directors during the year.

19.    DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR, COURTS, TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company.

20.    INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY;

Your Company has a set of procedures which enables to implement internai financial control across the organization and ensure that the same are adequate and operating effectively.

21.    PARTICULARS OF REMUNERATION OF EMPLOYEES

The Company is not listed on any stock exchanges and accordingly the provisions of Section 197(12) of the Companies Action, 2013 read with sub-rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

22.    CORPORATE SOCIAL RESPONSIBILITY:

The Company's networth exceeded the limits prescribed under Section 135(1) of the Companies Act, 2023 and accordingly, the provisions relating to Corporate Social Responsibility became applicable to the Company. However, the Company was not required to constitute Corporate Social Responsibility Committee and was not required to spend any amount as the Company had incurred loss during the previous financial year. Therefore, the details pertaining to amount being spent for CSR are not applicable and hence the CSR Report is not annexed to this report.

23.    PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace. The Company has constituted an Internal Complaints Committee 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 there under for prevention and redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company's offices, and take appropriate decision in resolving such issues.

During the financial year 2022-23, the Company has not received any complaint on sexual harassment.

24.    COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

During the period, the Company is in compliance with the applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs with all amendments thereto.

25.    INSOLVENCY AND BANKRUPTCY CODE, 2016

No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year against the Company.

26.    EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

1.    On 28 June 2023, the group entered into a definitive agreement for acquisition of the entire trading of pharma products business of RS Enterprises (Bangalore) Private Limited. Pursuant to the definitive agreement, the aforesaid business will be transferred to the group as a going concern on a slump safe basis.

2.    The Company has filed an application for Compounding of Offence under RBI Master Direction FED Master Direction No 4/2015-16 at RBI regional Office Delhi on July 28, 2023, in respect of delayed reporting of Downstream Investment (Dl) made in 17 subsidiaries and compounding application is currently pending before the RBI.

27.    TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 are not applicable to the Company as there was no dividend declared and paid previous financial year,

28.    SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The list of subsidiaries and shareholding of the Company in respective subsidiaries as on March 31, 2023 are as follows:

S. No.	Name of the Subsidiary Company	Percentage holding
L.	Atreja Healthcare Solutions Private Limited ('AHSPL'}	100%
2.	Avenues Pharma Distributors Private Limited ('Avenues'}	100%
3.	Barros Enterprises Private Limited ('Barros')	100%
4.	Calcutta Medisolutions Private Limited ('Calcutta')	100%
5.	Chethana Healthcare Solutions Private Limited ('CHSPL')	100%
6.	Chethana Pharma Distributors Private Limited {'CPDPL')	100%
7,	Chethana Pharma Private Limited ('CPPL')	100%
8.	Chhabra Healthcare Solutions Private Limited ('Chhabra')	100%
9.	Chirag Medicare Solutions Private Limited ('Chirag')	100%
10.	City Pharma Distributors Private Limited ('City Pharma')	100%
11. 12.	CPD Pharma Private Limited ('CPD')	100%
	Curever Pharma Private Limited ('Curever')	100%
13.	6.S. Pharmaceutical Distributors Private Limited ('GS')	100%
14.	Galaxystar Pharma Distributors Private Limited ('Galaxystar')	100%
15.	Getwefl Medicare Solution Private Limited ('Getwell')	85%
16.	Jaggi Enterprises Private Limited ('Jaggi')	100%
17.	Millennium Medisolutions Private Limited ('Millennium')	100%
18.	New RRPD Private Limited ('RRPD')	100%
19.	New Siva Agencies Private Limited ('NSAPL'}	100%
20,	Novacare Healthcare Solutions Private Limited ('Novacare'}	100%
21.	Quromed Lifesciences Private Limited ('Quromed')	100%
22.	R S M Pharma Private Limited ('RSM')	100%
23.	Rada Medisolutions Private Limited ('Rada')	100%
24.	Rimedio Pharma Private Limited ('Rimedio')	100%
25.	Sesha Balajee Medisolutions Private Limited ('Sesha Balajee')	100%
26.	Sree Venkateshwara Medisolutions Private Limited {'SVMPL')	100%
27.	Sri Parshva Pharma Distributors Private Limited {'Sri	100%

1 S. No.	Name of the Subsidiary Company	Percentage holding
	Parshva')
28.	Sri Rama Pharmaceutical Distributors Private Limited ('Sri Rama')	100%
29.	Sundarlal Pharma Distributors Private Limited ('Sundarla(')	100%
30.	SVMED Solutions Private Limited ('SVMED')	100%
31.	Swami Medisolutions Private Limited ('SMPL')	100%
32.	Vasavi Medicare Solutions Private Limited ('Vasavi')	100%
33.	Western Healthcare Solutions Private Limited('WHSPL')	100%
34.	Zennx Software Solutions Private Limited('ZSSPL')	100%
35.	Saurashtra Medisolutions Private Limited ('Saurashtra')	100%
36.	SVS Lifesciences Private Limited ('SVS')	100%
37.	S.S. Pharma Traders Private Limited ('SS Pharma')	100%

Subsidiaries acquired during the financial year and date of acquisition of all the subsidiary forms part of Annexure I of the Boards report. There were no companies which ceased to be subsidiary of the Company during the year.

29.    PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company have extended inter-corporate deposit, made investments and provided corporate guarantees during the year under review. The inter-corporate deposits, investments and corporate guarantees to subsidiaries are exempted under the provisions of Section 186 of the Companies Act, 2013. The details of inter-corporate deposits, investments made by the Company, and corporate guarantees extended by the Company to the Banks for working capital facilities availed by subsidiaries are enclosed herewith as Annexure II. The inter-corporate deposits was granted to the subsidiaries for meeting their working capital requirements and for general corporate purposes.

30.    PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company had entered into related party transaction with its subsidiaries and pursuant to notification of Ministry of Corporate Affairs vide reference no. G.S.R. 464(E) dated June 5, 2015, subsidiaries of a holding company are exempted from being related party as defined under Section 2(76) of the Companies Act, 2013. Accordingly, the disclosures of such transactions under form AOC 2 are not applicable to the Company. Further the details of such transaction's forms part of note no. 46 of the standalone financial statements of the Company for the financial year ended March 31, 2023. Those transactions entered by the Company were in ordinary course of business and on arm’s length basis.

Additionally, the disclosures of related party transactions other than the aforesaid, mentioned transactions are annexed to this Report in Form AOC-2 as Annexure III.

The directors place on record their sincere appreciation for the assistance and co-operation extended by bank & financial institutions, its employees, its investors and all other associates and look forward to continue fruitful association with all business partners of the company.