DIRECTORS' REPORT TO THE MEMBERS: Your Directors have pleasure in submitting the 21st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015 OPERATIONS AND PROSPECTS: Except for a brief period when H1N1 cases were detected in Kolkata, the year was one which did not show any epidemic challenges to Healthcare Service Providers in the city. The Company's three divisions namely N G Medicare & Calcutta Hope Infertility Clinic, N G Nursing Home and N G Pharmacy thus could only muster modest growth in the increasingly competitive environment in this sector. The Company has higher provisions for Depreciation arising due to the new provisions of the company Act 2013 thus resulting in lower numbers for Net Profit. Higher employee costs continue to put pressure on the Company's finances. Despite these challenges, the Company continues to perform and expects to do so in the coming year. There was no change in the nature of the business of the company during the year. DIVIDEND: Your Directors recommend a Dividend of Rs. 3.50 per Equity Share (Previous Year Rs.3.50) for your consideration for the year ended 31st March, 2015. The Dividend will be paid after it is approved at the forthcoming Annual General Meeting. DIRECTORS: Mr. Rajesh Goenka, Director of the Company, retires by rotation and being eligible offer himself for re-appointment. The Companies Act, 2013 and revised Clause 49 of the Listing Agreement require that a Woman Director should be member of the Board of Directors. Ms. Neha Goenka, was appointed by the Board of Directors on 16th March, 2015. Ms. Goenka holds office as an Additional Director of the Company upto the date of the ensuing Annual General Meeting. The Company has received a notice pursuant to Section 160 of the Companies Act, 2013 along with prescribed deposit from a member of the Company signifying her intention to propose the candidature of Ms. Neha Goenka for the Office of the Director of the Company. KEY MANAGERIAL PERSONNEL: The Company has designated Mr. Rajesh Goenka , who is Whole-time-Director as Chief Financial Officer. SUBSIDIARIES: The Company does not have any Subsidiary/ Subsidiaries within the meaning of the Companies Act, 2013. WHISTLE BLOWER MESCHANISM: The Company has put in place Whistle Blower Mechanism, details on which are given in Corporate Governance Report forming part of this report. LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY: There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. NUMBER OF MEETING OF BOARD OF DIRECTORS: The Board of Directors have met 8 times and Independent Directors once during the year ended 31st March, 2015 DETAILS OF COMMITTEE OF DIRECTORS: Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship Committee of Directors, number of meetings held of each Committee during the financial year 2014-2015 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of this Report. The Recommendations by the Audit Committee as and when made to Board has been accepted by it. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS : The Board of Directors of the Company has initiated and put in place a policy for evaluation of its own performance, its Committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Further details are outlined in the Corporate Governance Report forming a part of this report. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS: Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the Compliance of the Conditions of the independence stipulated in the aforesaid section. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Internal Audit has been conducted throughout the organization by qualified outside Internal Auditors. Findings of the Internal Audit Report are reviewed by the top management and by the Audit Committee of the Board and proper follow up action is ensured wherever required. The Statutory Auditors have evaluated the systems of internal controls of the Company and have reported that the same are adequate and commensurate with size of the Company and nature of its business. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has put in the place an Internal Complaints committee to redress complaints received regarding sexual harassment from any employee of the Company. The committee comprising of majority of women employees is constituted for the purpose of ensuring compliance towards the provisions of the above Act. During the year 2014-2015 no complaints were received by the said committee LISTING WITH STOCK EXCHANGES : As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the Company hereby declares that the Listing of its Shares at The Calcutta Stock Exchange Association Ltd. as well as Bombay Stock Exchange Limited continued throughout the year and the Listing Fee due till date stands paid. DEMATERIALISATION OF SHARES : In order to facilitate dealing in shares in the electronic mode, your Company has entered into an arrangement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). With this, the members have the option to trade their dematerialised shares in the Company through NSDL or CDSL. Securities and Exchange Board of India (SEBI) has made it mandatory for all investors to trade in the shares of the Company in dematerialised form. The Company's Shares have been allotted ISIN:INE825C01018. AUDITORS AND AUDITOR'S REPORT : M/s. M. R. Singhwi & Co., Chartered Accountants, Kolkata, Auditors of the Company, retire and being eligible offer themselves for re-appointment. The notes on account referred to, in the Auditor's Report are self-explanatory and therefore do not call for further explanation. COST AUDIT: Cost Audit is not applicable to the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are set out in a separate statement attached hereto and forming part of the report. PARTICULARS OF EMPLOYEES : Pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees getting remuneration exceeding the limit. DIRECTORS' RESPONSIBILITY STATEMENT: Your Directors state that: • In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. • 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 at the end of the financial year and of the profit of the Company for that period. • The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. • The Directors have prepared the annual accounts on a going concern basis. • The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and • The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. CORPORATE GOVERNANCE : The Corporate Governance Report forms an integral part of this Report and are set out as separate annexures to this Report. The certificate from the Auditors of the company certifying compliance of conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed to Report on Corporate governance. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY : All contracts / arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to notes to the financial statement which sets out related party disclosures. SECRETARIAL AUDITOR : The Board has appointed S. Rath & Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith to this report. EXTRACT OF ANNUAL RETURN : Extract of Annual Return of the Company is annexed herewith to this report. DEPOSITS : During the period under review, your Company has not accepted any deposit from the Public. ACKNOWLEDGEMENTS: Your Directors acknowledge the co-operation and assistance received from the Shareholders, Doctors, Banks and various Government Agencies. Your Directors wish to place on record their sincere appreciation for the contribution made by the employees. For and on behalf of Board of Directors Ashok Kumar Goenka Chairman Place : Kolkata Date : 28th day of May, 2015 |