DIRECTORS' REPORT The Directors have pleasure in presenting their 25* Annual Report and Audited Statement of Accounts of the Company for the year ended 3151 March, 2015. DIVIDEND No Dividend has been recommended by the Board in view of losses suffered by the Company in FY 2014-15. TRANSFER TO RESERVES: As the company has suffered loss, there are no transfers made to Reserves & Surplus during the year under review. BUSINESS OPERATIONS: The Company has made a gross income of Rs. 1898.88 Lakhs during the year under review (previous year-Rs. 1800.20 Lakhs). The depreciation for the year under review amounted to Rs.118.71 Lakhs as against Rs. 80.95 Lakhs in the corresponding period of the previous year. The Company has registered a Loss of Rs. (97.20) Lakhs during the year under review as against the profit after tax of Rs.44.64 Lakhs of the previous year. Increase in employee cost, administrative expenses, repairs & maintenance and depreciation are the main reasons for the decrease in Net Profit. Due to competition by various hospitals located near our hospital the company was compelled to maintain competitive rates for the patients. The Patient Care services underwent improvements which resulted in improved service levels which in turn contributed to the revenue growth. Your management believes that the strengthening of existing facilities and addition of new facilities and services with restructuring of tariff keeping always the affordability factor in mind will improve the performance to further heights. OPERATIONAL HIGHLIGHTS During the year under review, the number of inpatients was 4041 as against 4398 in the previous year. The number of outpatients was 29237 during the year under review as against 29918 in the previous year. The average occupancy was 80%. MANAGEMENT DISCUSSION ANDANALYSIS Adetailed review of operations, performance and future outlook of the Company is contained in the "MANAGEMENT DISCUSSION AND ANALYSIS REPORT" that forms an integral part of this report. (Annexure-I) MATERIAL CHANGES & COMMITMENTS: There is no change in the nature of business of the company during the year. There are no material changes and commitments in the business operations of the company since the close of the financial year on 31 st March 2015 to the date of this report. EXTRACT OF ANNUAL RETURN: As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is given in (Annexure-ll) REAPPOINTMENT OF DIRECTOR: Mr. NAVIN RAAKESH, Director is retiring by rotation at this Annual General Meeting and being eligible offer himself for re-appointment. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS: The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of Companies Act, 2013 that the Independent Directors of the company meet with thecriteriaof their Independence laid down in Section 149 (6). COMPOSITION OF COMMITTEES OF BOARD: Currently the board has three committees: Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Composition 6 Activities are as follows: POLICIES OF THE BOARD: WHI5TLE BLOWER POLICY: As per Section 177 (9) of the Act read with relevant Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has established a vigil mechanism overseen by the Audit Committee. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. This has been uploaded in the Company's website. No complaint under this facility was received in FY 2014-15. REMUNERATION POLICY: The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel. RISK MANAGEMENT POLICY: The Company has Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. AUDITORS M/s. Vkrma and V&rma (FRN. 0045325), Chartered Accountants, Chennai-600 020, has been appointed as the auditors of the Company at the 24th Annual General Meeting held on 17.09.2014 & their appointment has to be ratified for the current financial year. There are no qualifications in the Independent Auditors report. SECRETARIALAUDIT: Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. T.Murugan, a Practicing Company Secretary (C. P. No.4393) to undertake the Secretarial Audit of the Company for FY2014-15. The Secretarial Audit Report was placed before the Board on 28th May 2015. There are no qualifications in the Secretarial Audit Report. (Annexure-lll) PUBLIC DEPOSITS The Company has not accepted deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 31st March, 2015. The total amount of deposit outstanding as at 31 st March, 2015 was Nil. SIGNIFICANT ft MATERIALORDERS: There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the operations wereobserved. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act, 2013 during the year. CORPORATE SOCIAL RESPONSIBILTY; The requirements of compliance of Corporate Social Responsibility are not applicable to our company. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY: Particulars of contracts or arrangements with Related Parties referred in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in FormAOC-2 (Annexure IV). FORMAL ANNUAL EVALUATION: The Board has carried out the annual performance evaluation of its own performance and the Directors individually after taking into consideration inputs received from the Directors, covering various aspects on the Boards' functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, obligations and governance. The Performance evaluation of the Independent Directors was carried out by the entire board & the Performance evaluation of the Chairman was carried out by the Independent directors. The Directors expressed their satisfaction with the overall evaluation process, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report. (Annexure V) REPORT ON CORPORATE GOVERNANCE Your Company continues to strive towards highest standards of Corporate Governance. The report of Board of Directors on Corporate Governance is given in separate section titled "Report on Corporate Governance" which forms part of this Annual Report. The company has established Whistle Blower Mechanism. (AnnexureVI) DIRECTORS' RESPONSIBILITY STATEMENT: In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation there from: (b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2015 and of the Loss for the year ended on that date. (c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detectingfraud and otherirregularities. (d) The financial statements have been prepared on a going concern basis. (e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently. (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating efficiently. DUES TO SSI During the year under review, the following dues were outstanding more than Rs.1,00,000/- to Small Scale Industrial Units: 1. M/S. Shree Health Care India - Rs. 1,37,644/- 2. M/S. Medicine Zone -Rs.3,34,581/- 3. M/S. Sri Vari Paadham Products - Rs.3,07,551 /- LISTING FEES: The Company confirms that it has paid the annual listing fees for the year 2015-16 to BSE where shares of the company are listed. ACKNOWLEDGEMENTS: Your Company is grateful for the co-operation and assistance extended by various Departments of Government of Tamilnadu and Government of India. The Board also wishes to place on record its appreciation of the dedicated services of our Consultants, employees and other members of the hospital. The Board also places on record its sincere appreciation to the Shareholders for reposing faith in the management of the Company. ON BEHALF OF THE BOARD A.N. RADHAKRISHNAN CHAIRMAN ft MANAGING DIRECTOR Place: Chennai Date : 28.05.2015 |