DIRECTORS' REPORT
TO SHAREHOLDERS
Dear Members,
The Directors have pleasure in presenting the 13th Annual Report of the
Company comprising of the audited Financial Statements comprising of the Balance sheet as
at 31st March, 2024 and the Statement of Profit and Loss for the financial year
ended 31st March, 2024 together with the notes and report of the statutory
auditors thereon.
1. FINANCIAL RESULTS - REVIEW
|
(Ks. m lakhs) |
| Particulars |
31.03.2024 |
31.03.2023 |
| Revenue from operations |
6340.78 |
5,462.32 |
| Other Income |
22.02 |
27.36 |
| Total Expenditure |
5,828.49 |
5,388.15 |
| Profit/ (Loss) Before Tax |
534.31 |
101.53 |
| Profit/ (Loss) After Tax |
406.65 |
101.06 |
| Basic Earnings per share (in Rs.) |
2.47 |
0.63 |
The profit before tax in the financial year 2023-24 has increased 426.31% in comparison
to the previous financial year 2022-23.
2. DIVIDEND
The Board has not recommended any dividend for the financial year 2023-24 as it desired
to infuse the profits for the Company's requirements.
3. BUSINESS REVIEW
The Company continues its focus on furthering its medical care services in
Neurosciences, Cardiac sciences, Orthopedics & Trauma and Dental on a much larger
scale. It is hoped that the Company would continue its good performance in the coming
years.
4. BOARD OF DIRECTORS
The Company is managed by the Managing Director under the superintendence and control
of the Board of the Directors of the Company.
The following changes have taken place in the Board of Directors of the Company during
the financial year 2023-24 and till the date of this report.
(i) Mr. C.N. Srinivasan (DIN:09802425) and Mr.R. Mukundan (DIN: 03619602) were
appointed as Additional Directors in the category of Independent Director on the Board of
the Company on 10th October, 2023 subject to the approval of the shareholders of the
Company at the ensuing Annual General Meeting of the Company and to hold office for a term
of 5 (five) years.
(ii) Mr. Salaivel Pratheep (DIN: 10712608) and Mr. Kumarasamy Sureshkumar (DIN:
10715436) were appointed as Additional Directors in the category of Independent Director
on the Board of the Company on 05th September, 2024 subject to the approval of the
shareholders of the Company at the ensuing Annual General Meeting of the Company and to
hold office for a term of 5 (five) years.
(iii) Dr. Arunkumar Nalina (DIN: 07495044) Non-Executive, Non-Independent Director is
liable to retire by rotation at the ensuing 13th Annual General meeting of the
Company and being eligible, has offered herself for reappointment as a Director of the
Company.
5. COMMITTEES OF THE BOARD
The following committees were constituted by the Board of Directors of the Company
during the year under review at the Board meeting held on 10th October, 2023.
i. Audit Committee
This Committee was constituted in accordance with the Section 177 of the Companies Act,
2013 and Regulation 18 of the SEBI Listing Regulations. This committee comprises of the
following directors:
| Name of the Director |
Designation in Committee |
Nature of Directorship |
| Mr. C N Srinivasan |
Chairman |
Independent Director |
| Mr. R Mukundan |
Member |
Independent Director |
| Dr. M.J.Arunkumar |
Member |
Managing Director |
ii. Nomination and Remuneration Committee
This Committee was constituted in accordance with the Section 178 of the Companies Act,
2013 and Regulation 19 of the SEBI Listing Regulations. This committee comprises of the
following directors:
| Name of the Director |
Designation in Committee |
Nature of Directorship |
| Mr. R Mukundan |
Chairman |
Independent Director |
| Mr. C N Srinivasan |
Member |
Independent Director |
| Dr. Arunkumar Nalina |
Member |
Non- Executive Director |
iii. Stakeholder Relationship Committee:
This Committee was constituted in accordance with the section 178 (5) of the Companies
Act, 2013, Regulation 20 of the SEBI Listing Regulations. This committee comprises of the
following directors:
| Name of the Director |
Designation in Committee |
Nature of Directorship |
| Mr. C N Srinivasan |
Chairman |
Independent Director |
| Mr. R Mukundan |
Member |
Independent Director |
| Dr. Fenn Kavitha Fenn Arunkumar |
Member |
Whole-time Director |
6. KEY MANAGERIAL PERSONNEL (KMP)
| Name of the persons |
Designation |
| Dr. M.J. Arunkumar |
Managing Director |
| Dr.Fenn Kavitha Fenn Arunkumar |
Whole-time Director |
| Mr.Daniel Dayanand Fenn |
Chief Financial Officer |
| CS.Yuvaraj Saravanan |
Company Secretary |
7. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013, the Directors make the
following Responsibility Statement:
i. In the preparation of the Financial Statements for the year ended 31st March,
2024, the applicable accounting standards have been followed and there are no material
departures from the same;
ii. The Directors 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 as at 31st March, 2024 and of
the profit of the Company for the year ended on that date;
iii. 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 detecting and preventing fraud and
other irregularities;
iv. The Financial Statements for the year ended 31st March, 2024 have been
prepared on a going concern basis;
v. Proper internal financial controls have been laid down to be followed by the Company
and that such internal financial controls are adequate and are operating effectively;
vi. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
8. BOARD MEETINGS
The Board of the Company held 9 (nine) meetings during the said financial year on the
dates of 06th May, 2023, 30th June, 2023, 08th August,
2023, 04th September, 2023, 26th September, 2023, 10th
October 2023, 02nd December 2023, 19th February 2024 and 26th
February 2024.
9. DECLARATION OF INDEPENDENT DIRECTORS
The Company has received necessary declaration from each of the Independent Directors
under Section 149(7) of the Companies Act, 2013 that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The Company has not made any Loans, made any investments or given any guarantees
pursuant to the provisions of section 186 of the Companies Act, 2013.
11. DEPOSITS
During the year under review, the Company has neither accepted any deposits from public
nor renewed any deposits.
12. RELATED PARTY TRANSACTIONS
The details of related party transactions entered into in reference to section 188 of
the Companies Act, 2013 are furnished in Form AOC-2 vide Annexured attached.
13. EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH
2024
Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
Management and Administration) Rules, 2014 the extract of annual return as at the
financial year ended 313t March, 2024 in Form MGT-9 is attached vide
Annexuredl.
14. STATUTORY INFORMATION IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE OUTGO, etc.
1. In terms of Section 134(3)(m) of the Companies Act, 2013 and the Companies
(Accounts) Rules,2014 as amended, the Company is carrying on activities relating to
conservation of energy and technology absorption wherever possible.
2. The Foreign Exchange earnings during the year is Rs. Nil and the Outgo: Rs.Nil
15. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
During the year under review, there were no complaints of harassment or discrimination
under the aforesaid Act.
16. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year under review, such controls were tested and no
reportable material weakness in the design or operations were observed.
17. RISK MANAGEMENT POLICY
The Company in its place a Risk Management Policy considering the nature of industry.
However the Board is of the opinion that there is no adverse circumstances threatening the
existance of the policy.
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and the Company's operations in future.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
20. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the requirements prescribed under the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued
by the Institute of Company Secretaries of India ("ICSI") and notified by MCA.
21. STATUTORY AUDITORS
During the year under review, M/s. Pandiarajan. T & Co., Chartered Accountants,
Madurai (Firm Registration No. 01431 IS) tendered resignation as Statutory Auditor of the
Company vide their letter dated 30th August 2024.
The Board of Directors on recommendation of Audit Committee and subject to the approval
of shareholders, appointed M/s. A.V. Subramanian & Co. Chartered Accountants, Madurai
(Firm Registration No.010643S, holding peer review certificate no.015771) as Statutory
Auditors of the Company w.e.f 05th September 2024, to fill the casual vacancy
arising out of resignation of M/s. Pandiarajan. T & Co., Chartered Accountants,
Madurai (Firm Registration No. 014311S)
In terms of the provisions of Section 139 of the Companies Act, 2013 read with rules
made thereunder, appointment of Statutory Auditors in casual vacancy caused due to
resignation of the existing Auditor, shall also be approved by the
Company in a general meeting convened within three months of appointment /
recommendation of the Board, and such Auditor shall hold office till the conclusion of the
next Annual General Meeting (AGM).
Accordingly, the Board of Directors has recommended for approval of members for the
appointment of M/s. A.V. Subramanian & Co. Chartered Accountants, as Statutory
Auditors of the Company -
(i) To fill the casual vacancy arising out of resignation of the existing statutory
auditor w.e.f September 05, 2024 and to hold office till the conclusion of this Annual
General Meeting; and
(ii) For a period of 5 (five) years commencing from the conclusion of this Annual
General Meeting till the conclusion of the Annual General Meeting to be held in the year
2029.
M/s. A.V. Subramanian &Co. Chartered Accountants, have given their consent to act
as Statutory Auditors of the Company, and have confirmed that their appointment, if made,
will be in accordance with the conditions prescribed under Sections 139 and 141 of the
Companies Act, 2013.
22. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Auditors in
their report.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility is
applicable to the Company during the period under review.
The Companies net profit before tax for the financial year 2023-24 exceeds Rs.5 crores
as per the threshold limit of net profit prescribed under the Act, Hence the CSR is
applicable to the Company and obligated to spend 2% of the average net profits made in the
preceding three financial years. Hence the Company needs to spend Rs.4,46,630 towards CSR
activities in the financial year 2024-25.
24. AUTHORISED SHARE CAPITAL
During the year, there was no change in the Authorized share capital of the Company. As
on March 31,2024, the authorized share capital of the Company, stands at Rs. 20,00,00,000
(Rupees twenty crore only) divided into 2,00,000,00 (Two crore) equity shares of Rs. 10/-
each.
25. ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL
During the year under review, your Company made the following equity share issue and
made allotment of equity shares under Private Placement.
Allotment of 32,250 equity shares at Rs. 10/- each at a premium of Rs. 190/- each on 06th
May 2023.
Allotment of 50,000 equity shares at Rs. 10/- each at a premium of Rs. 190/- each on 08th
August 2023.
Allotment of 25,000 equity shares at Rs. 10/- each at a premium of Rs. 190/- each on 10th
October 2023.
Allotment of 1,89,268 equity shares at Rs. 10/- each at a premium of Rs. 195/- each on
19th February 2024.
Allotment of 52,195 equity shares at Rs. 10/- each at a premium of Rs. 195/- each on 26th
February 2024.
Consequent to the above allotments, the issued, subscribed and paid-up share capital of
the Company as on March 31, 2024 stands at Rs. 16,69,83,630/- (Rupees sixteen crore sixty
nine lakhs eighty three thousand six hundred and thirty only) divided into l,66,98,363(One
crore sixty six lakhs ninety eight thousand three hundred and sixty three) equity shares
of the face value of Rs. 10/- (Rupees Ten Only) each.
26. ACKNOWLEDGEMENT
Your Directors wish to record their appreciation for the whole hearted and the sincere
co-operation extended to the Company by various Government authorities, the Company's
bankers, lenders, customers and suppliers. The Directors also wish to thank all the
employees for their dedicated contribution made to the Company and look forward to have
their continued performance in the years to come.
|
(By Order of the Board) |
|
For and on behalf of the Board of Directors, |
| Madurai |
D r. M. J. Aiomkumar |
| 05.09.2024 |
Chairman & Managing Director |
|
(DIN: 03608603) |
|