DIRECTOR'S REPORT To, The Members, Your Directors have pleasure in submitting their Twenty Sixth Annual Report on the business and operations of your Company together with the Audited Annual Accounts and Cash Flow Statement for the year ended 31st March, 2015. 2. DIVIDEND AND RESERVES Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business to build a strong reserve base and grow the business of the Company. Further, in view of marginal funds, the Board of Directors doesn't recommend payment of dividend for the year under review. The company carries reserves of Rs. 203.48 Lacs under the head surplus at the end of the financial year 2014-15. 3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS The Company's Professional Receipts and Other Income are Rs. 1691.65 Lacs during the current year as compared to Rs. 1354.51 Lacs during the previous year and the company has earned a profit after tax is Rs. 57.03 Lacs during the current year as compared to Rs. 71.60 Lacs in Previous year. Decline in profits is due to increase in Cost of Material Consumption. Further your Company has been continuously making efforts to enhance the operations and also trying to hold its grip over upcoming opportunities in Medical & Health Industry. 4. DISCLOSURE OF MATERIAL CHANGES SINCE THE DATE OF BALANCE SHEET : There are no material changes and commitments affecting the financial position of the company between the date of balance sheet and the date of this report. 5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Details pertaining to Conservation of Energy and Technology Absorption as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:- (A) Conservation of Energy: The operations of the company are not energy intensive. We regularly evaluate and use new energy efficient technologies and make necessary investment in energy saving equipments to make our infrastructure more energy-efficient. The company is continuously striving to conserve the energy at its all levels. (B) Technology Absorption: Your company strives for latest technology for its processes and also strives to achieve full technology absorption. There were no foreign exchange earnings and outgo during the financial year. 6. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Risk Management of the Company is overseen by the Board of Directors at various levels and the policy of the Company on Risk Management is provided in this Annual Report in Management Discussion and Analysis Report and Corporate Governance Report. 7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company. 8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Details of loans, guarantees and investments covered under the provisions of Section 186 of Companies Act, 2013 are given in the Notes forming part of the Financial Statements. 9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES Contracts or arrangements made with related parties under Section 188(1) of the Companies Act, 2013 during the year as per Form AOC-2 is enclosed as Annexure A. Further there were no contracts or arrangements entered with the Company's Promoters, Directors, Management or their relatives which could have had a potential conflict with the interests of the company. 10. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS Observations of Statutory Auditors and Secretarial Auditors are self-explanatory. i. Statutory Auditors : The appointment of M/s Gopal Sharma & Co., Chartered Accountants, Jaipur which was approved in 25th Annual General Meeting till 30th Annual General Meeting is ratified at this Annual General Meeting. During the year under review, there were no audit qualifications made by the Auditors in their Report on the Company's financial statements. The Company continues to adopt best accounting practices to ensure a regime of un-qualified financial statements. 11. Secretarial Auditors : Secretarial Audit was conducted according to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There were no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report. The Secretarial Audit Report submitted by Secretarial Auditor is enclosed as a part of this report as Annexure- B. 11. REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/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 Directors and Key Managerial Personnel of the Company is furnished in Annexure C to this report. 12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION The remuneration policy of the company has been framed by the Nomination and Remuneration Committee of the Company. The Company's Policy relating to appointment of Directors, payment of remuneration, Directors' qualifications, positive attributes, independence of Directors etc. pursuant to Section 178(3) of the Companies Act, 2013 is as follows: The Company considers human resources as its invaluable assets. The policy of the company on nomination and remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of Section 178, Section 197 and other applicable provisions of the Companies Act, 2013 and the listing agreement in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonize the aspirations of human resources consistent with the goals of the Company. Remuneration payable to Directors of the Company are as per the limits as contained in the provisions of Section 197 read with Schedule V of the Companies Act, 2013. The Remuneration Policy of the Company stipulates the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive /Non-Executive) and provides the Board, information about the matters relating to the remuneration of the Directors, Key Managerial Personnel and other employees. This includes, reviewing and approving corporate goals and objectives relevant to the compensation of the Directors, Key Managerial Personnel and other employees and evaluating the performance of Directors, Key Managerial Personnel and other employees in light of those goals and objectives. The Remuneration Policy of the company stipulates that: a) the composition of remuneration is such that it is reasonable and sufficient to attract, retain and motivate the directors of the quality required to run the company successfully. b) there is proper relationship between remuneration and performance. c) remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objective appropriate to the working of the company and its goals. 13. ANNUAL RETURN The extract of Annual Return pursuant to the provisions of Section 92(3) of Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure D and is attached to this Report. 14. DETAILS OF BOARD MEETINGS CONDUCTED DURING THE YEAR The Board of Directors duly met 4 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:- 29th May, 2014, 14th August, 2014, 14th November, 2014 and 14th February, 2015. 15. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility statement and confirm that:- (a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; (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 profit and loss of the company for that period; (c) they have taken 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) they have prepared the annual accounts on a going concern basis; and (e) they have laid down internal financial controls to be followed by the company that are adequate and operating effectively. (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. 16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. 17. DEPOSITS The Company has neither accepted nor renewed any deposits covered under the provisions of Chapter V of Companies Act, 2013 during the year. 18. DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board consists of Executive and Non-Executive Directors including Independent Directors who have wide and varied experience in different disciplines of Corporate Functioning. During the Financial year, Mr. Ashok Kumar Agarwal (DIN:- 01237294), has resigned from the directorship of the company as well as from the membership of various committees with effect from 29th May, 2014. Your directors place on record their appreciation for the valuable services rendered by him in the capacity of director of the company. Mr. Vimal Kumar Joshi has been appointed as Chief Financial Officer of the Company w.e.f. 14th August, 2014 in terms of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Dr. Karan Sharma (DIN: 01484050), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Further Mrs. Maya Sharma, (holding DIN: 00432496) is proposed to be appointed as Director of the Company, with effect from the date of forthcoming AGM. None of the Directors of the Company is disqualified for being appointed as Directors. 19. DECLARATION BY INDEPENDENT DIRECTORS The Independent Directors have submitted their declaration to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement so as to qualify themselves to be appointed as Independent Directors of the company. 20. STATUTORY AUDITORS M/s Gopal Sharma & Co., Chartered Accountants (Firm Registration No. 002803C), Jaipur were appointed as Statutory Auditors in the 25th Annual General Meeting held on 24th September, 2014 till the conclusion of Thirtieth Annual General Meeting to be held in the year 2019, such appointment is ratified at the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting to audit the accounts of the Company, including audit of Cash Flow Statements, at such a remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. 21. SECRETARIAL AUDITORS The Company has appointed Secretarial Auditors to conduct the secretarial audit for the Financial Year ended 31.03.2015 according to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 22. AUDIT COMMITTEE The constitution of Audit Committee is in confirmation with the requirements of Section 177 of the Companies Act, 2013. The disclosure pursuant to Section 177(8) of Companies Act, 2013 is as follows:- Composition:- (a) Mr. Ganpat Rai Sharma (b) Mr. Subhash Chand Jain (c) Mr. Madhur Krishna Khaitan (d) Mrs. Avani Agarwal The above composition of the Audit Committee consists of Independent Directors viz., Mr. Subhash Chand Jain, Mr. Madhur Krishna Khaitan and Mrs. Avani Agarwal who form the majority. There were no instances of non acceptance of recommendations of Audit Committee by the Board of Directors. 23. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDER'S RELATIONSHIP COMMITTEE As per provisions of Section 178 of Companies Act, 2013 and Rules made there under, the company has constituted the Nomination and Remuneration Committee and Stakeholder's Relationship Committee. The terms of reference, composition and details of meetings of the above mentioned committees are provided in the Corporate Governance Report. 24. VIGIL MECHANISM Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 the Company has established a vigil mechanism for directors and employees to report genuine concerns. The Vigil Mechanism provides adequate safeguards against victimization of employees and directors who express their concerns. The Mechanism provides direct access to the chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.jaipurhospital.co.in 25. SHARES a) BUY BACK OF SHARES During the year under review Company has not dealt with buy back proposal. b) SWEAT EQUITY During the year under review the Company has not issued any Sweat Equity Shares. c) BONUS SHARES During the year under review no Bonus Shares were issued. d) EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees during the year. 26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT As required under Clause 49 of Listing Agreement entered with Bombay Stock Exchange, Management Discussion and Analysis report is enclosed to this report. 27. CORPORATE GOVERNANCE REPORT Your Company has taken adequate steps to adhere to all the stipulations of Corporate Governance laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is enclosed to this report. 28. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AND COMMITTEES The performance of the Board of Directors and Committees of the company are evaluated on the basis of fulfilment of short term and long term objectives of the company. Besides this, other qualitative and quantitative factors are also considered the basis of evaluation of the Board of Directors and Committees. 29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS The company has adequate Internal Financial Controls with reference to the Financial Statements. Details of the same are provided in Management Discussion and Analysis Report. 30. RE-APPOINTMENT OF MANAGING DIRECTOR The Company has re-appointed Dr. Shailendra Sharma (DIN: 00432070) as Managing Director of the Company with effect from 14th August, 2015 for a period of five years. The terms and conditions of re-appointment and remuneration are determined by the Board of Directors and Nomination and Remuneration Committee according to the Remuneration Policy of the Company. 31. ACKNOWLEDGEMENT The Board expresses their grateful thanks for the assistance and co-operation extended by Punjab National Bank & other Banks, various departments of State & Central Government and other Associations. Your Directors wish to convey their gratitude and appreciation to all employees of the Company for their valuable contribution during the year. They also wish to place on record their appreciation to the Company's Customers, Investors, Shareholders, Bankers, Suppliers, Distributors and other business associates for their cooperation and support. Last but not the least Directors wish to place on records their deep sense of appreciation for the devoted services of Consultant Doctors and entire Nursing Staff at all levels of the Company for its growth. BY THE ORDER OF THE BOARD Sd/- (Dr. SHAILENDRA KR SHARMA ) MANAGING DIRECTOR DIN: 00432070 Sd/- (GANPAT RAI SHARMA) CHAIRMAN DIN: 00458217 Place : Jaipur Date : 14.08.2015 |