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Company Information

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HEALTHY INVESTMENTS LTD.

16 May 2013 | 12:00

Industry >> Investment Company

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ISIN No INE160N01017 BSE Code / NSE Code 503689 / HEALINV Book Value (Rs.) 1,039.27 Face Value 10.00
Bookclosure 30/09/2024 52Week High 3 EPS 0.00 P/E 0.00
Market Cap. 0.08 Cr. 52Week Low 3 P/BV / Div Yield (%) 0.00 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors present the 43rd Annual Report together with the Audited Statement of Accounts
for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

PARTICULARS

2024-25
(In Million ?)

2023-24
(In Million ?)

Profit before depreciation

0.750

2.225

Less: Depreciation

-

-

Profit before taxes

0.750

2.225

Less: Current tax

0.345

0.626

Less: Tax pertaining to earlier years

0.002

0.090

Less: Deferred Tax

6.279

-

Profit available for appropriation (A)

(5.876)

1.509

Other Comprehensive Income (B)

1.281

54.924

Total Comprehensive Income (A B)

(4.595)

56.433

Transfer to Reserve fund (C)

-

-

Profit for the year (A-C)

(5.876)

1.509

Add: Surplus brought forward from last year

81.483

79.179

Add: Transfer from OCI

0.190

0.795

Surplus carried to balance sheet

75.796

81.483

2. STATE OF COMPANY’S AFFAIRS:

During the year under review, the Company earned total revenue of ? 2.086 Million as
compared to last year’s total revenue of ? 3.623 Million, showing a decrease of 42% ap¬
proximately. The Company earned a major share of income from dividends and dealing in
investments. The Company has incurred a Loss After Tax of ? 5.876 Million as against pre¬
vious year’s profit of ? 1.509 Million. Your directors are putting in their best efforts for ex¬
ploring more business opportunities so as to increase the growth and profitability of the
Company in the years to come.

3. DIVIDEND:

In order to retain funds for growth and expansion of the Company, your Directors do not
recommend any dividend for the financial year 2024-25.

4. RESERVES:

During the year under review, the company has not transferred any amount to reserves.

5. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

Internal Financial Control Systems of the Company have been designed to provide reasona¬
ble assurance with regard to recording and providing reliable financial and operational in¬
formation, complying with applicable Accounting Standards.

Your Company has adopted accounting policies which are in line with the Indian Account¬
ing Standards notified under Section 133 of the Companies Act 2013 read together with the
Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Gen¬
erally Accepted Accounting Principles in India. Changes in policies, if any, are approved by
the Audit Committee in consultation with the Statutory Auditors.

6. DETAILS OF SUBSIDIARIES / ASSOCIATE COMPANIES / JOINT VENTURES:

There are no subsidiary / associate / joint venture companies associated with the Company
and as such there is no information to be provided in this regard.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sri Krishna Babu Cherukuri, Sri Kameswara Sarma Chavali, Smt. Rukmini Devi Satuluri,
Smt. Revathi Raghunathan and Sri Subramanian Neelakantan are the directors of the Com¬
pany as at the end of the financial year.

Smt. Rukmini Devi Satuluri (DIN: 09547719) Director of the Company, retires by rotation
and being eligible, offers herself for reappointment.

During the period under review, the term of Office of Independent Director Sri Kasu Prasad
Reddy (DIN: 00246457) has expired and ceases to be director in the Company.

In accordance with the provisions of the Companies Act, 2013 read with the Rules issued
thereunder, the Listing Regulations and the Articles of Association of the Company, the In¬
dependent Directors of the Company are not liable to retire by rotation.

Key Managerial Personnel:

Following are the Key Managerial Personnel of the Company as per Section 203 of Compa¬
nies Act, 2013 as on the end of financial year.

S. No

Name of the Person

Designation

1.

Smt. Rukmini Devi Satuluri

Chief Executive Officer

2.

Sri Murali Damodar Kanuri

Chief Financial Officer

3.

Smt. Swati Ajmera

Company Secretary

During the year under review, the were no changes in the Key Managerial Personnel of the
Company.

Annual Evaluation of Board’s Performance:

In terms of the provisions of Section 134 of the Companies Act, 2013, the Directors carried
out the annual performance evaluation of the Board, Committees of Board and individual
Directors along with assessing the quality, quantity and timeliness of flow of information
between the Company management and the Board that is necessary for the Board to effec¬
tively and reasonably perform their duties.

8. NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 5 (Five) times during the Financial Year from April 01,
2024 to March 31, 2025 on 29.05.2024, 02.08.2024, 05.09.2024, 14.11.2024 and 11.02.2025

The composition and category of Directors, their attendance at the Board Meetings and at
the last AGM held during the FY 2024-25 are as follows:

Name of the
Director

Category of the Director

Number
of Board
Meetings
entitled
to attend
during
the FY
2024-25

Number of Board
Meetings attended
during the FY 2024-25

Whether
attended
AGM held
on

30/09/202

4

Prasad Red¬
dy Kasu
DIN:
00246457

Independent Director
(Cessation 05.09.2024)

3

3

No

Kameswara

Sarma

Chavali

DIN:

06933900

Independent
Director
upto to
05.09.2024

Non Exec¬
utive Di¬
rector
from

05.09.2024

5

3 (as Inde¬
pendent Di¬
rector)

2 (as
Non ex¬
ecutive
Director)

No

Revathi

Raghunatha

n

DIN:

01254043

Independent Director

2

2

Yes

Subramani-

an

Neelakantan

DIN:

01474064

Independent Director

2

2

No

Krishna Ba-
bu Cheruku-
ri

DIN:

00993286

Non-Executive

5

5

Yes

Rukmini

Devi

Satuluri

DIN:

09547719

Executive

5

5

Yes

The Company has complied with the provisions of the Companies Act, 2013, Secretarial
Standards and Listing Regulations regarding convening and conducting the Board and Audit
Committee Meetings.

9. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that
they meet the criteria of independence as prescribed under the provisions of Companies Act,
2013 read with the Schedules and Rules issued thereunder as well as the Listing Regula¬
tions.

10. PUBLIC DEPOSITS:

During the financial year 2024-25, your Company has not accepted any deposits within the
meaning of Sections 73 and 76 of the Companies Act, 2013, read together with the Compa¬
nies (Acceptance of Deposits) Rules, 2014.

11. MATERIAL CHANGES AND COMMITMENTS:

No material changes have taken place or commitments made, affecting the financial position
of the company, which have occurred between the end of the financial year and the date of
this report.

12. AUDITORS:

Statutory Auditors:

M/s Narasimha Rao & Associates (FRN: 002336S), Chartered Accountants, Hyderabad, are
the Statutory Auditors of the Company, who were appointed at the 40th Annual General
Meeting of the Company held on September 19, 2022, to hold office till the conclusion of
the 45 th Annual General Meeting.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Compa¬
nies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
had appointed Mr. Anandkumar Chainsukh Kasat, Practicing Company Secretary, (CP No.
17420), to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is
annexed herewith as Annexure - A to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark

Secretarial Auditor:

Pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI
Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, and in accordance with the rec¬
ommendation of the Board of Directors of the Company M/s B S S & Associates, Com¬
pany Secretaries (Firm Reg. No. 3744) be and is hereby appointed as Secretarial Auditors
of the Company for a term of 5 consecutive years, from April 1, 2025 to March 31, 2030
(‘the Term’), be appointed at this 43rd Annual General Meeting as the Secretarial Auditors
of the Company for a term of five (5) consecutive years, to conduct the Secretarial Audit of
the company for five consecutive financial years A detailed proposal for appointment of
Secretarial auditor forms part of the Notice convening thisAGM.

Internal auditors:

The Board of Directors, based on the recommendation of the Audit Committee, has appoint¬
ed Sri K Srivas., Chartered Accountant, Hyderabad, as the Internal Auditor of your Compa¬
ny.

13. AUDIT OBSERVATIONS:

There is no adverse remarks or observations

Notes to Accounts are self-explanatory and do not call for any further comments.

14. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records under Section 148 of Companies
Act, 2013 are not applicable to the Company.

15. AUDIT COMMITTEE:

The Audit Committee reviews the audit reports submitted by the Statutory Auditors, finan¬
cial results, Effectiveness of internal audit processes and the Company’s risk management
strategy. It reviews the Company’s established Systems and the Committee is governed by
a Charter which is in line with the regulatory requirements mandated by the Companies
Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Committee has been constituted with the following members:

1. Sri Subramanian Neelakantan (Independent Director) - Chairman

2. Smt. Revathi Raghunathan (Independent Director) - Member

3. Sri Krishna Babu Cherukuri (Director) - Member

The committee has been vested with the following roles and responsibilities:

• The recommendation for appointment, remuneration and terms of appointment of
Auditors of the Company;

• Review and monitor the auditor’s independence and performance, and effective ness
of audit process;

• Examination of the Financial Statement and the Auditors’ report thereon;

• Approval or any subsequent modification of transactions of the Company with re¬
lated parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Monitoring the end use of funds raised through public offers and related matters.

• Any other responsibility as may be assigned by the board from time to time.

• Such other roles as specified under Part C of Schedule II of SEBI (LODR) Regula¬
tions 2015.

16. NOMINATION & REMUNERATION COMMITTEE:

Pursuant to the provisions of section 178 of the Companies Act, 2013 and Regulation 19
of SEBI (LODR) Regulations 2015, the Company has constituted Nomination and Remu¬
neration Committee with the following members:

1. Sri. Kameswara Sarma Chavali (Non-Executive Director) - Chairman

2. Sri. Subramanian Neelakantan (Independent Director) - Member

3. Smt. Revathi Raghunathan (Independent Director)- Member

The Committee is authorised to formulate the criteria for determining qualifications, posi¬
tive attributes and independence of a director and recommend to the board a policy, relat¬
ing to the remuneration for the directors, KMP and other employees.

The Committee is also authorized to identify persons who are qualified to become direc¬
tors and who may be appointed in senior management in accordance with the criteria laid
down, recommend to the board their appointment and removal and carry out evaluation of
every Director’s performance and perform such other roles as specified under Part D of
Schedule II of SEBI (LODR) Regulations 2015.

17. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In pursuance of the provisions of section 178 of the Companies Act, 2013 and Regulation
20 of SEBI (LODR) Regulations 2015, the Board has constituted Stakeholders Relation¬
ship Committee with the following members:

1. Sri Krishna Babu Cherukuri (Non-Executive Director) - Chairman

2. Sri. Subramanian Neelakantan (Independent Director) - Member

3. Sri. Kameswara Sarma Chavali (Non-Executive Director)- Member

The committee shall look into various aspects of interest of shareholders, debenture hold¬
ers and other security holders and perform such other roles as specified under Part D of
Schedule II of SEBI (lODR) Regulations 2015.

18. ANNUAL RETURN:

Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013 the Annual Return
of the company is placed on the website of the Company on the following link
http://www. healthyinvestments.co. in/investors. html

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

Being an investment company, there are no particulars to be furnished in this report as re¬
quired by section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 relating to conservation of energy and technology absorption. There
were no foreign exchange earnings or outgo during the year.

20. CORPORATE SOCIAL RESPONSIBILITY:

As the Company has not reached the threshold limits specified in section 135 of the Compa¬
nies Act, 2013, the Board of Directors of your Company has not constituted a CSR Commit¬
tee and no activity is presently taken up.

21. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil
Mechanism for directors and employees to report genuine concerns has been established.

Every listed Company is required to establish the Vigil Mechanism for their Directors and
Employees to report their genuine concerns or grievances under the Companies Act, 2013
and rules notified therein by Government of India.

Vigil Mechanism for the Directors and Employees of the Company interalia stipulate the
following:

• The Audit Committee shall oversee the Vigil Mechanism through the Committee
and if any of the members of the Committee have a conflict of interest in a given
case, they should recuse themselves and the others on the Committee would deal
with the matter on hand.

• The Vigil Mechanism shall provide for adequate safeguards against victimization of
Employees and Directors who avail of the Vigil Mechanism and also provide for di¬
rect access to the chairperson of the Audit Committee.

• In case of repeated frivolous complaints being filed by a Director or an Employee,
the Audit Committee may take suitable action against the concerned Director or
Employee including reprimand.

22. ANTI-SEXUAL HARASSMENT POLICY:

Your Company has laid down Anti Sexual Harassment Policy, under the Sexual Harass¬
ment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which is
available on the website of the Company. No complaints have been received by the Com¬
pany, during the year under review.

23. RELATED PARTY TRANSACTIONS:

The Related Party Disclosure as required as per Ind AS 24, are provided in Note No. 23 of
the notes to financial statements. During the Financial Year 2024-25, your company has not
entered into any transactions with related parties which are covered under Section 188 of the
Companies Act, 2013.

During the financial year 2024-25, there were no transactions with related parties which
qualify as material transactions under the Listing Regulations.

24. CORPORATE GOVERNANCE REPORT:

The Company's paid up equity share capital is not exceeding rupees ten crore and net worth
is not exceeding rupees twenty-five crore, as on the last day of the previous financial year
and hence the Corporate Governance Report is not applicable on the Company as per Regu¬
lation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

25. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to the
Bombay Stock Exchange Limited, on which the Company’s Shares are listed.

26. REMUNERATION TO THE DIRECTORS / KEY MANAGERIAL PERSONNEL /
EMPLOYEES:

The Company has not paid any remuneration to Directors and none of the Directors and
Employees are covered under Section 197 of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year, the Company has paid remuneration to the Company Secretary, amounting
to ? 0.300 Mil.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the Listing Regulations, the Management Discussion
and Analysis Report is enclosed as
Annexure - B and is a part of this report.

28. RISK MANAGEMENT:

The company has been addressing various risks impacting the company and the policy of
the company on risk management is provided in the Management Discussion and Analysis
Report which forms part of the annual report.

29. DEMATERIALISATION OF SHARES:

98.16% of the company’s paid up Equity Share Capital is in dematerialized form as on
March 31, 2025 and balance
1.84% is in physical form.

30. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, Directors of your
Company hereby state and confirm that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2025, the
applicable Accounting Standards have been followed along with proper explanation
relating to material departures, if any;

b) they have selected such Accounting Policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
loss of the Company for that year;

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

e) internal financial controls to be followed by the company have been laid down and
that such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and these are adequate and are operating effectively.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not provided any loans covered under Sections 185 and 186 of the Com¬
panies Act, 2013. The Company has not provided any guarantee or security for any loans.
Details of Investments covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements. The provisions of Section 186 of the
Companies Act 2013 do not apply to the Company.

32. COMPLIANCE WITH THE CODE OF CONDUCT:

The members of Board of Directors and senior management personnel have affirmed their
compliance with the code of conduct of board of directors and senior management.

33. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals im¬
pacting the going concern status of your Company and its operations in future.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER IN¬
SOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in
the name of the company under the Insolvency and Bankruptcy Code, 2016.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS
AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from
Banks and Financial Institutions.

FOR & ON BEHALF OF THE BOARD

Place: Hyderabad Krishna Babu Cherukuri Rukmini Devi Satuluri

Dated: May 29, 2025 Director Director and CEO

DIN: 00993286 DIN: 09547719