An overview!
Dhanvantri Jeevan Rekha Limited is more than a hospital it is a
sanctuary of care, compassion, and cutting-edge medicine. Our mission is to provide every
patient with world-class healthcare, delivered with empathy, respect, and unwavering
dedication. We continually elevate our facilities and embrace the latest medical
technologies, ensuring that every treatment reflects global standards of excellence. From
a broad spectrum of general specialties to advanced super-specialty services such as
Cardiology, Gastroenterology, Neurology, Urology, Nephrology, Internal Medicine,
Pulmonology and comprehensive diagnostic care, we strive to meet every medical need under
one roof. At Dhanvantri Jeevan Rekha, we believe that exceptional healthcare is not just
about treating illness it?s about nurturing trust, providing comfort, and empowering
each patient to live their healthiest life. Dear Members,
Your directors have pleasure in presenting their thirty-second Report
along with the Audited Financial Statements of the Company for the year ending March 31,
2025.
STANDALONE FINANCIAL RESULTS:
Highlights of Financial Results for the year are as under:
| S. No. Financial Heads |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| 1. Operating Income |
2265.03 |
2046.19 |
| 2. Other Income |
41.40 |
29.35 |
| 3. Profit (Loss) Before Tax |
55.59 |
25.55 |
| 4. Tax Expense (Net) |
4.97 |
9.02 |
| 5. Profit/(Loss) after Tax |
50.61 |
16.52 |
| 6. Balance after taxation carried over to the Balance Sheet |
65.73 |
16.52 |
OPERATIONS:
During the period under review, the Operating Income of the company has
increased to Rs. 2265 Lakhs from Rs. 2046 Lakhs during the Financial Year 2024-2025 as
compared to the previous year income resulting into increase in operating income by
10.70%. The Company has earned profit of Rs 50.61 Lakhs as against the profit of Rs. 16.52
Lakhs in the immediately preceding year. Your directors? have the pleasure of
informing you that the Company continues to be a Debt free company during the year under
review and the company had commenced Dialysis in its Nephrology Department.
ANNUAL RETURN
Pursuant to the provision of section 92(3) of the Companies Act,2013
and rule 12(1) of the Companies (Management and Administration) Rule,2014, the Annual
Return of the Company is available on the website of the company at the link: https://
www.dhanvantrihospital.in
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration form all Independent
Directors of the Company that they meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the
opinion of the Board, the Independent Directors, fulfil the conditions of independence
specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing
Regulations.
CORPORATE GOVERNANCE:
Your Company has a Paid-Up Share Capital of Rs. 409.84 Lakhs and the
net worth of Rs. 1013.11 Lakhs during the financial year ending 31.03.2025. Hence,
Regulation 27(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015
are not applicable on the Company and your Company is not required to report on the
Corporate Governance. However, your company has made every effort to comply with the
provisions of the Corporate Governance and to see that the interest of the shareholders
and the Company are properly served.
EMPLOYEE STOCK OPTION SCHEME (ESOS):
During the year under review, the Company has not bought back any of
its securities/ not issued any sweat equity shares / not provided any Stock Option Scheme
to its employees / not issued any equity shares with differential rights.
MANAGEMENT DISCUSSION & ANALYSIS:
In terms of the provision of Regulation 34(2)(e) read with Schedule V
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management
Discussion & Analysis Report, for the financial year under review, is presented in a
separate section forming part of the Annual Report. This report is also annexed herewith
as "Annexure-B".
DIVIDEND & RESERVES:
Keeping in view the insufficient profits and capital expenses to be
incurred by the Company, the Board of Directors has decided not to recommend any dividend
for the financial year ended March 31, 2025. Your Company did not have any funds lying
unpaid or unclaimed for a period of 7(seven) years. Therefore, there were no funds, which
were required to be transferred to Investor Education Protection Fund (IEPF). Pursuant to
the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Amendment Rules, 2017 (‘Revised Rules?), the Company was
not required to file any form with the Ministry of Corporate Affairs.
SHARE CAPITAL:
The paid-up equity share capital as on March 31, 2025 was Rs.409.84
Lakh. During the year under review, the Company has neither issued shares with
differential voting rights nor granted stock options and sweat equity.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURES:
The Company does not have any Subsidiary, Associate or Joint Venture
Company as at 31st March, 2025.
MATERIAL CHANGES AND COMMITMENTS:
There has been no material changes and commitments affecting the
financial position of the Company, which occurred between the end of the financial year to
which the financial statements relate and the date of the report.
DIRECTORS? RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) In the preparation
of the annual accounts for the financial year ending 31st March, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material
departures; b) Such accounting policies as mentioned in notes to the annual financial
statements have been selected and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2025 and loss of the Company for that period; 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) Annual Financial
Statements have been prepared on a going concern basis; e) Proper internal financial
controls were in place and that such internal financial controls were adequate and were
operating effectively; and f) Devised proper systems to ensure compliance with the
provisions of all applicable laws and that such system was adequate and operating
effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Composition of the Board during the year ended 31st March 2025 is
as under:
| Director |
Number of Board Meetings
held during 2024-2025 |
|
|
Held |
Attended |
Whether Attended Last AGM |
| Non-Executive Directors |
|
|
|
| Mrs. Shalini Sharma |
12 |
12 |
YES |
| Mrs. Meenaakashi Elhence |
12 |
12 |
YES |
| Mr. Premjit Singh Kashyap |
12 |
12 |
YES |
| Mrs. Rowena Sharma |
12 |
12 |
YES |
| Dr. Anil Elhence |
12 |
12 |
YES |
| Mr. Tulsi Prasad Sharma |
12 |
12 |
YES |
| Non-Executive and Independent Directors |
|
|
|
| Mr. Ashok Kumar Singh Chaudhary |
5 |
5 |
YES |
| Mr. Ajay Rajpal |
5 |
1 |
No |
| Mohd Harris |
12 |
12 |
YES |
| Mr. Amitabh Krishna Bhatia |
12 |
12 |
YES |
| Mr. Ravi Karan |
5 |
5 |
No |
| Appointed on 01/11/2024 |
|
|
|
During the year under review, Mr. Ajay Rajpal and Mr. Ashok Kumar Singh
Chaudhary completed their term as Independent Directors of the Company at the Annual
General Meeting held on 25.09.2024. None of the Directors of your Company are disqualified
as per provisions of section 164(2) of the Companies Act, 2013. Your directors have made
necessary disclosures as required under various provisions of the Companies Act,
2013.During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than the sitting/committee
fees for attending Board/Committees Meetings of the Company. Pursuant to provisions of
section 203 of the Companies Act, 2013, the key managerial personnel of the Company are
Shalini Sharma, Managing Director, Mr. Bikram Singh, Chief Financial Officer and Mrs.
Ritika Bhandari, Company Secretary and Compliance Officer of the Company.
NUMBER OF MEETING OF THE BOARD:
The meetings of the Board are scheduled at regular intervals to decide
and discuss on the business performance, policies, strategies and other matters of
significance. The schedule of the meetings is circulated in advance to ensure proper
planning and effective participation in meetings. During the period under review, 12
(Twelve) Board Meeting were held and the gap between the two Meetings did not exceed the
period prescribed under the Companies Act, 2013.Detailed information regarding the
meetings of the Board and meetings of the Committees of the Board is included in the
Report.
PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Regulations
17 and 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
evaluation of every Director?s performance was carried out by the Nomination and
Remuneration Committee. The performance evaluation of Non-Independent Directors, their
committees thereof and Chairman of the Company was carried out by the Independent
Directors through a separate meeting of the Independent Directors held on 21.03.2025 Further,
Schedule IV of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015 state that the performance evaluation of
independent directors shall be done by the entire Board of Directors, excluding the
director being evaluated. The performance of the Board was evaluated by the board
after seeking inputs from all the directors on the basis of factors which includes Active
participation, financial literacy, Contribution by Director, Positive inputs, Effective
deployment, Knowledge & expertise, Integrity and maintenance of confidentiality and
independence of behavior and judgement. In the Meeting of Independent Directors,
performance of Non-Independent Directors, Board and Performance of the Chairman were
evaluated. The performance evaluation of Independent Director was carried out by the
entire Board. At the conclusion of the evaluation exercise, the members of the Board
assessed that the board as a whole together with each of its committees was working
effectively in performance of its key functions.
NOMINATION & REMUNERATION POLICY:
In accordance with the provisions of Section 134 (3)(e) and 178 of the
Companies Act, 2013, the Nomination and Remuneration Committee shall identify persons, who
are qualified to become directors and who may be appointed as Senior Management, recommend
to the Board their appointment and removal and shall carry out evaluation of every
Director?s performance. The Nomination and Remuneration Committee shall formulate the
criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration for the
directors, key managerial personnel and other employees. As per the provisions, the
meeting of the committee shall be held at such regular intervals as may be required but
shall meet at least once a year. The Meetings of the Nomination and Remuneration Committee
has held on 21.05.2024, 21.03.2025 during the financial year 2024-2025 The Policy on
Nomination & Remuneration as approved by the Board may be accessed on the
Company?s website www.dhanvantrihospital.in
INTERNAL FINANCIAL CONTROL:
The Company has put in place, an internal financial control system,
within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 to
ensure the orderly and efficient conduct of its business including adherence to
Company?s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors and proper recording of financial & operational information,
compliance of various internal control and other regulatory/statutory compliances. All
internal Audit findings and control systems are periodically reviewed by the Audit
Committee, which provides strategic guidance on internal control. During the year, such
controls were tested and no reportable material weaknesses in the design or operation
effectiveness were observed. Further, the testing of such controls was also carried out
independently by the Internal Auditors for the financial year 2024-2025. In the opinion of
the Board, the existing internal control framework is adequate and commensurate with the
size and nature of the business of the Company. The details in respect of internal
financial control and their adequacy are included in the management discussion &
analysis, which forms part of this report.
AUDITORS AND AUDITORS REPORT: Statutory Auditors
M/s Anuj Goyal & Co. Chartered Accountants (Registration No 80216)
are the Statutory Auditor of the Company, who were appointed at the 29th Annual General
Meeting of the Company held on 28th September 2022 for a period of five consecutive years,
to hold office till the conclusion of the 34th Annual General Meeting, at such
remuneration as may be mutually agreed between the Board of Directors of the Company and
Statutory Auditors.
Statutory Auditor?s Report
There is no observation or qualification or adverse remark made in the
Auditors' Report read together with relevant notes thereon.
SECRETARIAL AUDITORS AND REPORT Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. Sumit Bist & Associates, (FRN.22707), Practicing
Company Secretaries to undertake the Secretarial Audit of the Company for the financial
year 2025.The Report of the Secretarial Audit is annexed herewith as Annexure-A. The
qualification, reservations or adverse remarks, if any made by M/s. Sumit Bist &
Associates, Practicing Company Secretaries, Secretarial Auditor of the Company have been
reported in their Secretarial Audit Report.
Secretarial Auditor?s Report
The observation in Secretarial Audit Report is self-explanatory and
therefore do not call for any further explanation.
COST AUDITORS
The company is not required to appoint cost auditor as per Section 148
of the Companies Act, 2013.
COST RECORDS
The provisions of section 148(1) do not apply to the company; hence the
Company is not required to maintain the cost records.
RISK MANAGEMENT:
The Company has designed a risk management policy and framework for
risk identification, assessment, mitigation plan development and monitoring of action to
mitigate the risks. The key objective of the policy is to provide a formalized framework
to enable judicious allocation of resources on the critical areas which can adversely
impact the Company?s ability to achieve its objectives. The processes and practices
of risk management of the Company encompass risk identification, classification and
evaluation. The Company identifies all strategic, operational and financial risks that the
Company faces, by assessing and analyzing the latest trends in risk information available
internally and externally and using the same to plan for risk management activities. The
objective of Company?s policy on risk is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. The policy establishes a structured and disciplined
approach to risk management and guides the decision making on risk related issues.
Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company is not required to constitute a Risk Management Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE:
No significant and material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and future operations of the
Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The provisions of Section 135 of the Companies Act, 2013 and Rules
framed thereunder for Corporate Social Responsibility are not applicable to the Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the F.Y. 2024-2025, the Company has entered transactions with
related parties as defined under Section 2(76) of the Companies Act, 2013 read with
Companies (Specification of Definitions Details) Rules, 2014, all of which were in the
ordinary course of business and on arm?s length basis and in accordance with the
provisions of the Companies Act, 2013 read with the Rules framed thereunder and as per
Listing Regulations. Further, there were no transactions with related parties which
qualify as material transactions in accordance with the requirements of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.The Board of Directors and the
Audit Committee have approved all other related party transactions. Hence requirement of
furnishing particulars of contracts or arrangements entered into by the Company with
related parties referred in Section 188(1) of the Companies Act, 2013, in Form AOC-2 is
annexure with the financials. There are no materially significant related party
transactions, with the Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large. The
Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company?s website
www.dhanvantrihospital.in
DISCLOSURES:
Committees of the Board
During the year in accordance with the Companies Act, 2013 the Board
re-constituted/re-named some of its committees and presently the Company has the following
Committees: i. Audit Committee
| Director |
Category |
No. of meetings held |
No. of meetings attended |
| Mr. Ashok kumar Singh Chaudhary Independent Director |
Chairman |
2 |
2 |
| Mr. Premjit Singh Kashyap Director |
Member |
4 |
4 |
| Mr. Ajay Rajpal Independent Director |
Member |
2 |
1 |
| Mr. Ravi Karan |
Member |
2 |
2 |
The composition, functions and procedures of the Audit Committee are in
conformity with the requirements of Section 177 of the Companies Act, 2013. The Audit
Committee met 4 times in the year under review –15.04.2024, 26.08.2024, 24.12.2024,
21.03.2025. During the year under review, the Board accepted all the recommendations made
by the Audit Committee of the Board. ii. Nomination and Remuneration Committee
| Director |
Category |
No. of meetings held |
No. of meetings attended |
| Mr. Ashok kumar Singh Chaudhary Independent Director |
Chairman |
1 |
1 |
| Mr. Premjit Singh Kashyap Director |
Member |
2 |
2 |
| Mrs. Meenaakashi Elhence Director |
Member |
1 |
1 |
| Mr. Ajay Rajpal Independent Director |
Member |
1 |
1 |
| Mr. Ravi Karan |
Member |
2 |
2 |
The Nomination and Remuneration Committee met two times during the
Financial Year 2024-2025 on 21.05.2024 and 21.03.2025. iii. Stakeholders Relationship
Committee
| Director |
Category |
No. of meetings held |
No. of meetings attended |
| Mrs. Shalini Sharma Director |
Member |
1 |
1 |
| Mr. Premjit S. Kashyap Director |
Chairman |
1 |
1 |
| Mrs. Meenaakashi Elhence Director |
Member |
1 |
1 |
| Mr. Ravi Karan |
Member |
1 |
1 |
The Stakeholders Relationship Committee met one time during the
Financial Year 2024-2025 on 21.03.2025.
VIGIL MECHANISM:
The Company has established a "Vigil Mechanism" for its
employees and directors, enabling them to report any concerns of unethical behavior,
suspected fraud or violation of the Company?s code of conduct. To this effect the
Board has adopted a "Whistle Blower Policy" which is overseen by the Audit
Committee. The policy provides safeguards against victimization of the whistle blower.
Employees and other stakeholders have direct access to the Chairman of the Audit Committee
for lodging concern if any, for review. The details of such policy are available on the
website of the Company. During the year, there were no complaints received under the
mechanism.
FORMAL ANNUAL EVALUATION:
The new Board was not re-evaluated during the year. The Company has put
in place a policy containing, inter alia, the criteria for performance evaluation of the
Board, its committees and individual Directors (including independent directors).
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted or renewed
any deposits from the public within the meaning of section 73 to 76 A of the Companies
Act, 2013 read with Companies (Acceptance of Deposits), Rules, 2014.
DISCLOSURE REQUIRED UNDER SECTION 134(3)(e) AND SECTION 178(3) OF THE
COMPANIES ACT, 2013:
The Board has on the recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors, Key Managerial
Personnel and Senior Management and their remuneration. The Policy broadly lays down the
guiding principles, philosophy and the basis for payment of remuneration to Executive and
Non-Executive Directors, Key Managerial Personnel and Senior Management. The policy also
provides the criteria for determining qualifications, positive attributes and Independence
of Director and criteria for appointment and removal of Directors, Key Managerial
Personnel/Senior Management and performance evaluation which are considered by the
Nomination and Remuneration Committee / Board of Directors.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows a)
Conservation of Energy
| (i) the steps taken or impact on conservation of energy |
N.A. |
| (ii) the steps taken by the company for utilizing alternate
sources of energy |
N.A. |
| (iii) the capital investment on energy conservation
equipment?s |
N.A. |
b) Technology Absorption
| (i) the efforts made towards technology absorption |
The Company has not absorbed any technology
from any source. |
| (ii) the benefits derived like product improvement, cost
reduction, product development or import substitution |
N.A. |
| (iii) in case of imported technology (imported during the
last three years reckoned from the beginning of the financial year)- |
N.A. |
| (a) the details of technology imported |
N.A. |
| (b) the year of import; |
N.A. |
| (c) whether the technology been fully absorbed |
N.A. |
| (d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof |
N.A. |
| (iv) the expenditure incurred on Research and Development |
N.A. |
c) Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo are given below:
| (i) Total Foreign Exchange earned |
N. A |
| (ii) Total Foreign Exchange used |
N.A. |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the financial year 2024-2025 the company has neither made any
investment nor given any loans or guarantees covered under the provisions of section 186
of the Companies Act, 2013.
PERSONNEL RELATIONS:
The Company considers human capital as a critical asset and success
factor for smooth organizational work flow. Your directors hereby place on record their
appreciation for the services rendered by the executives, staff and workers of the Company
for their hard work, dedication and commitment. During the year under review, relations
between the employees and the management continued to remain cordial.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect
of the remuneration of Directors, Key Managerial Personnel and employees are enclosed as
"Annexure ‘C? forming part of the notes to accounts of financial
statements.
LISTING ON STOCK EXCHANGE:
The company?s securities are listed on The Bombay Stock Exchange,
Mumbai. The company has paid the listing fee to the stock exchanges for the financial year
2025 and has complied with all the requirements of the listing Regulations.
DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (‘Act?) and rules made there
under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy
working environment without fear of prejudice, gender bias and sexual harassment.
The Board states that there were no cases or complaints filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
CAUTIONARY STATEMENT:
Statements in this Report, particularly those which relate to
Management Discussion and Analysis describing the Company?s objectives, projections,
estimates and expectations may constitute "forward looking statements" within
the meaning of applicable laws and regulations. Actual results might differ materially
from those either expressed or implied in the statement depending on the circumstances.
CODE OF CONDUCT:
The Company has adopted the code of conduct for all Board members and
Senior Management as required under Regulation 17 of the Listing Regulations. The Code is
posted on the Company?s website: www.dhanvantrihospital.in All Board members and
Senior Management personnel have affirmed compliance with the Code on an annual basis and
a declaration to this effect signed by Mrs. Shalini Sharma, Managing Director forms part
of this Report.
CEO/CFO CERTIFICATION:
A certificate duly signed by CFO relating to financial statements and
internal controls and internal control systems for financial reporting as per the format
provided in Regulation 17(8) of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 was placed before the Board and was taken on record.
ACKNOWLEDGEMENTS:
Your directors place on records their gratitude to all Government
agencies for the assistance, co-operation and encouragement they have extended to the
Company. Your directors also take this opportunity to extend a special thanks to the
medical fraternity and patients for their continued cooperation, patronage and trust
reposed in the Company. Your directors also greatly appreciate the commitment and
dedication of all the employees at all levels, that has contributed to the growth and
success of the Company. Your directors also thank all the strategic partners, business
associates, Banks, financial institutions and our shareholders for their assistance,
co-operation and encouragement to the Company during the year.
|