| The Directors have pleasure in presenting their 25th Annual Report and
Audited Statement of Accounts of the Company for the year ended 31!t
March, 2015.
PERFORMANCE AT A GLANCE: (Rs. in Lakhs)
Year ended Year ended
Particulars 31.03.2015 31.03.2014
Gross Income 1898.88 1800.20
Profit / (Loss) Before Depreciation,
Tax a Financial Expenses 225.77 268.47
Financial Expenses 138.38 139.35
Depreciation 118.71 80.95
Profit/(Loss) Before Tax (31.32) 48.18
Less: Exceptional Items 65.89
Tax Expenses:
a. Current Tax - -
b. Fringe Benefit Tax - -
c. Deferred Tax Liability - -
d. Income Tax for earlier year - 3.54
Profit / (Loss) for the year carried
to Balance Sheet (97.21) 44.64
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 a 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 a
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 AND ANALYSIS
A detailed 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 6 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-II)
REAPPOINTMENT OF DIRECTOR:
Mr. NAVIN RAAKESH, Director is retiring by rotation at this Annual
General Meeting and being eligible offer himself for re-appointment.
COMPOSITION OF COMMITTEES OF BOARD:
Currently the board has three committees: Audit Committee, Nomination &
Remuneration Committee and Stakeholders Relationship Committee.
The Com positions Activities are as follows:
Name of the
Committee Composition of the Highlights of duties,
responsibilities
Committee/ No of
times the & Activities
committee met
Audit
Committee Dr. R, Venkataswami
Chairperson of the
Committee - The Audit Committee was
(Independent Director) mandated with the same Terms of
Reference specified in Clause
49 of
Mr. T Jeyapragasam the Listing Agreements with Stock
Secretary of the
Committee Exchanges.
(Company Secretary)
Dr. S. Kameswaran - The current Terms of Reference
(Independent Director) fully conform to the requirements
of
Mr. B. Ramachandran the Companies Act
(Independent Director)
- The Audit committee is
Mr. A.N. Radhakrishnan responsible for overseeing the
(Chairman & Managing , Company s financial reporting
Director) process, reviewing the quarterly
/half- yearly/ annual financial
statements, reviewing with
the management the
The Committee met
4 times financial statements and adequacy
of
on internal audit function,
recommending
* 29-05-2014 the appointment re-appointment of
* 14-08-2014 statutory auditors and fixation
of audit
* 10-11-2014 fees, reviewing the significant
internal
* 12-02-2015 audit findings/related party
transactions, .reviewing the
Management Discussion and
Analysis of financial condition
and result of operations and also
statutory compliance issues.
- The Committee acts as a link
between the management, external
and internal auditors and the
Board of Directors of the
Company.
Nomination &
Remuneration Dr. S. Kameswaran - - To fix salary allowances and
other
Committee Chairperson of the
Committee perks to senior level personnel
as and
(Independent Director) when appointed by the Company.
Dr. R. Venkataswami REMUNERATION POLICY The
(Independent Director) Remuneration Policy of the
Company for the managerial
personnel is based
Mr. B. Ramadiandran on the performance potential
and
(Independent Director) performance of the individual/
personnel.
The Committee met on CEOCFO CERTIFICATION by
1448-2014 Dr. V. Krishnamurthy, Chief
Executive Officer and Mr. A.N.
Radhakrishnan, Chairman &
Managing Director as required
under Clause 49 (DQ of the
Listing Agreement was placed
before the Board at its meeting
held on 28.05.2015.
Stakeholders
Relationship Dr. S. Kameswaran - The Company has attended
to the
Committee Chairperson of the
Committee investors! complaints and
redressed
(Independent Director) them within 15 days from the date
of their receipt during the
year 2014-
Dr. R. Venkataswami 2015-
(Independent Director)
Mr. B. Ramachandran
(Independent Director)
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.
RI5K 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. varma and Varma (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 6 their appointment has to be
ratified for the current financial year. There are no qualifications in
the Independent Auditors report.
SECRETARIAL AUDIT:
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 FY 2014-15.
The Secretarial Audit Report was placed before the Board on 28th May
2015. There are no qualifications in the Secretarial Audit Report.
(Annexure-III)
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 31st
March, 2015 was Nil.
SIGNIFICANT OF MATERIAL ORDERS:
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
were observed.
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 RESPONSIBILITY:
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 Patties referred
in Section 188(1) of the Companies Act, 2013 is furnished in accordance
with Rule 8(2) of the Companies (Accounts) Rules, 2014in 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 6 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. (Annexure VI)
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 31st 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 detecting
fraud and other irregularities.
(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
Place: Chennai A.N. RADHAKRISHNAN
Date : 28.05.2015 CHAIRMAN & MANAGING DIRECTOR |