DIRECTORS' REPORT The Directors have pleasure in presenting before you the TWENTY FIRST ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015 COURSE OF BUSINESS AND OUTLOOK: During the year under review, the company had achieved a turnover of Rs. 120.06 Crore as compared to Rs. 115.93 Crore in the previous year, a growth of around 3.5%. The profit before tax was Rs. 5.36 Crore as compared to Rs. 3.71 Crore in the previous year, a growth of 44.5% over the previous year. This should be considered in the backdrop of severe competition from new stand alone clinics. Your Company enjoys a loyal clientele and the company is taking various steps to increase this base by improving additional facilities in the Hospital. The Company has upgraded a number of procedures to advanced state-of-the art facilities as part of its customer centric policy. DIVIDEND: Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 12 % for the financial year ended 31st March, 2015 (at par with the previous year). The Dividend will result in the out flow of Rs. 0.68 Crore inclusive of dividend distribution tax DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given any loans or guarantees or made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the said financial year. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee. Based on the report of internal audit, department heads undertake corrective action in their respective areas and thereby strengthen the controls. SHIFTING OF REGISTERED OFFICE: The Company had shifted its Registered Office to the new premises at 3rd floor , Buhari Towers, No.4, Moores Road, Off Greams Road, Chennai - 600 006 with effect from 10th September 2014. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP): Dr. Athiya Agarwal retires by rotation and being eligible offers herself for re-appointment. The Directors recommend Dr. Athiya Agarwal for re-appointment. Mr. Prabhat Toshniwal and Dr. Jasvinder Saroya, both independent directors resigned from the Board on March 28, 2015 and March 30, 2015 and the same were accepted by the Board. The Board hereby places on record invaluable contributions made by them during their tenure. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on a questionnaire and feedback from all the Directors on the Board as a whole as well as Committees including self-evaluation. Directors held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the separate meeting of the Independent Directors, collective feedback of each of the Independent Directors was discussed by the Chairman of the said meeting. VIGIL MECHANISM: As per Section 177 of the Companies Act, 2013, your company had established a vigil mechanism and the same is placed in the company's website. INVESTOR EDUCATION AND PROTECTION FUND: Pursuant to section 124 of the Companies Act, 2013 (erstwhile Section 205C of the Companies Act, 1956), your company has transferred a sum of Rs. 2,70,157.50 being unclaimed final dividend for the year 2006-07. AUDITORS: M/s M. K Dandeker & Co, Chartered Accountants, (Firm Reg.No.000679S) the existing Auditors of the Company have expressed their unwillingness to continue as auditors and pursuant to the recommendation of the Audit Committee and Board of Directors, M/s Deloitte Haskins and Sells , Chartered Accountants (Firm Reg. No. 008072S) is proposed to be appointed as Statutory Auditors for a period of Five Years commencing from the conclusion of 21st Annual General Meeting subject to the approval of shareholders. AUDITORS' REPORT: There are no qualifications, reservations or adverse remarks or disclaimers in the Auditors' Report. COST AUDITOR: Pursuant to Section 148 of the Companies Act, 2013 read with the relevant Rules, and based on the recommendation of the Audit Committee, Mr. P Raju Iyer (Membership No:6987) is appointed as Cost Auditor of the Company for the Financial Year 2014-15. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith. (Refer Annexure - I) SECRETARIAL AUDIT REPORT: Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary (Membership No: FCS 3942) to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit report is annexed in MR-3 Form. (Refer Annexure - III RISK MANAGEMENT POLICY: Your Company has an effective Risk Management Policy. The management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the management are annexed as part of the Management Discussion and Analysis Report. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY: There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company. PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with Rule 5 and Rule 12 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are being annexed as part of the Annual Report. (Refer Annexure - II) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: Your Company has adopted a policy for prevention of sexual harassment in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. A Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15 a. No. of complaints received: NIL b. No of complaints disposed off: NA CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION: 1. Installations of Capacitors etc. are being done on an on-going basis to improve power factor so as to reduce Consumption. 2. The Company is exploring new technologies and improving the existing technologies applicable to the Hospital Business 3. The Company is engaged in conducting continuous research and development programs and has over a period, developed an excellent team of highly skilled Ophthalmic specialists and surgeons. FOREIGN EXCHANGE EARNINGS / OUTGO: Foreign Exchange Earnings : Rs. 140.82 Lakhs (PY Rs. 23.36 Lakhs) towards surgeries and management consultancy charges. Foreign Exchange Outgo : Rs. 310.20 Lakhs (PY Nil) towards import of equipments and consultancy fee DIRECTORS' RESPONSIBILITY STATEMENT: In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review. iii) The directors 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. iv) The directors have prepared the annual accounts on a going concern basis. v) 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 effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. EMPLOYEE RELATIONS: Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company's vision and strategy to deliver another record performance. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Company is in process of constituting CSR committee and formulating a CSR policy pursuant to the provisions of Section 135 of the Companies Act, 2013 as it is applicable from 1st April 2015. Even though the provision of CSR is not applicable for the year under review, the Company strives to engage in CSR activities on the highest possible standards. Around 800 free eye screening camps were conducted in rural and urban areas to help those who have limited access to eye care and over 50,000 people were screened for vision disorder. Programs were conducted for creating eye care awareness, utilizing occasions such as World Diabetes Day, World Sight Day as medium to convey the message. Continuous medical education programmes were organized for various medical practitioners to create awareness regarding the advancement in Ophthalmology. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were at arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This policy was considered and approved by the Board and has been uploaded on the website at www.dragarwal.com CORPORATE GOVERNANCE: Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2015 duly certified by the auditors of the company is annexed. A report on Corporate Governance is given under separate section titled "Corporate Governance Report" and forms part of the Annual Report. The Management Discussion and Analysis Report also form part of the Annual Report. ACKNOWLEDGEMENTS: Your directors would like to express their grateful appreciation for the support and co-operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of our employees. On behalf of all the company's stakeholders who benefit from the hard work of the employees, the Board would like to express its sincere appreciation and gratitude. For and on behalf of the Board Sd/- Dr.Amar Agarwal Chairman Cum Managing Director Place: Chennai Date : May 26, 2015 |