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Dr Agarwals Eye Hospital Ltd.

BSE: 526783 Sector: Health care
NSE: N.A. ISIN Code: INE934C01018
BSE LIVE 15:59 | 18 Aug 349.10 16.60
(4.99%)
OPEN

349.10

HIGH

349.10

LOW

349.10

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 349.10
PREVIOUS CLOSE 332.50
VOLUME 708
52-Week high 404.95
52-Week low 176.40
P/E 16.95
Mkt Cap.(Rs cr) 164
Buy Price 349.10
Buy Qty 10671.00
Sell Price 0.00
Sell Qty 0.00
OPEN 349.10
CLOSE 332.50
VOLUME 708
52-Week high 404.95
52-Week low 176.40
P/E 16.95
Mkt Cap.(Rs cr) 164
Buy Price 349.10
Buy Qty 10671.00
Sell Price 0.00
Sell Qty 0.00

Dr Agarwals Eye Hospital Ltd. (DRAGARWALSEYE) - Director Report

Company director report

Your Directors have pleasure in presenting before you the Twenty Second AnnualReport of the Company together with the Audited Financial Statements for the yearended March 31 2016.

PERFORMANCE:

The highlights of the financial of your company are as under:

(Rs. In Lakhs)

Particulars March 312016 March 312015
Gross Income 13683.72 11837.50
Profits before depreciation and interest 1464.32 1472.71
Depreciation 1138.11 615.60
Interest 374.36 320.85
Profit before Tax (48.15) 536.26
Net Tax Expense / (credit) (51.82) (33.54)
Profit After Tax 3.67 569.80
Balance of Profit brought forward 1272.00 801.57
Profit available for appropriations 1275.67 1371.37
Appropriations:
Dividend (inclusive of dividend tax) 45.25 67.68
Transfer to General Reserve - 8.00
Additional depreciation on fixed asset (7.69) 23.69
Balance carried forward to Balance Sheet 1238.11 1272.00

COURSE OF BUSINESS AND OUTLOOK:

During the year under review the company had achieved a turnover of Rs. 137 Crore ascompared to Rs. 118 Crore in the last year a growth of around 16 % over previous year.The profit / (Loss) before tax was (Rs. 0.48) Crore as compared to Rs. 5.36 Crore in theprevious year largely due to significant investments in upgradation of its centresresulting in increased depreciation further compounded by unprecedented monsoon in thegeographies where the company operates. Your Company enjoys a loyal clientele and thecompany is taking various steps to increase through various Marketing / Brandinginitiatives and the Directors are confident that the operations in the current year willbe much better.

DIVIDEND:

Your Directors recommend a dividend of 8 % for the financial year ended 31stMarch 2016 (12 % previous year) exclusive of dividend distribution tax which will resultin the out flow of Rs. 0.38 Crore.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve during theyear.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the saidfinancial year.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees and made any investments as coveredunder the provisions of section 186 of the Companies Act 2013 during the said financialyear.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has implemented and evaluated the InternalFinancial Controls which provide a reasonable assurance in respect of providing financialand operational information complying with applicable statutes and policies safeguardingof assets prevention and detection of frauds accuracy and completeness of accountingrecords. The Internal Audit Reports were reviewed periodically by Audit Committee as wellas by the Board. Further the Board annually reviews the effectiveness of theCompany’s internal control system. The Directors and Management confirm that theInternal Financial Controls (IFC) and the policy there of is adequate with respect to theoperations of the Company. A statement pursuant to Section 143(3) (i) of the CompaniesAct 2013 certifying the adequacy of Internal Financial Controls is annexed with theAuditors report.

DIRECTORS / KEY MANAGERIAL PERSONNEL:

Dr. Adil Agarwal and Dr. Anosh Agarwal retire by rotation and being eligible offersthemselves for re-appointment. The Directors recommend for their re-appointment.

Both of them got re-designated as Non-Executive Directors with effect from May 1 2016.There has been no change in the Key Managerial Personnel during the year.

Pursuant to the terms of appointment the offices of Dr. Amar Agarwal and Dr. AthiyaAgarwal will expire on September 30 2016 respectively. As recommended by the Nominationand Remuneration Committee the Board re-appointed Dr. Amar Agarwal and Dr. Athiya Agarwalas Chairman and Managing Director and Whole-Time Director respectively for a period of 3years subject to the approval of the shareholders. The information on the particulars ofDirectors eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligationsand Disclosure Requirement Regulations) 2015 has been provided in the notes to the noticeconvening the Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of SEBI(Listing Obligations and Disclosure Requirement Regulations) to the extent applicable theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The Directors held separate discussions with each of the Directors of theCompany and obtained their feedback on overall Board effectiveness as well as each of theother Directors.

A separate meeting of the independent directors was convened which reviewed theperformance 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 theIndependent 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 the vigilmechanism and the same is available in the company’s website.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to section 205C of the Companies Act 1956 your company has transferred a sumof Rs. 189696 being unclaimed final dividend for the year 2007-08.

AUDITORS AND AUDITORS’ REPORT:

M/s Deloitte Haskins & Sells Chartered Accountants Chennai Statutory Auditors ofthe Company hold office upto the conclusion of the 26th Annual General Meetingwho were appointed at the 21st Annual General Meeting to hold office until 26thAnnual General Meeting. Your company seeks ratification of the appointment of StatutoryAuditors at the ensuing Annual General Meeting.

There are no disqualifications reservations or adverse remarks in the Auditors’Report.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act 2013 read with the relevant Rules andbased on the recommendation of the Audit Committee the Board of Directors approved theappointment of Mr. P Raju Iyer (Membership No:6987) as the Cost Auditor of the Company forthe Financial Year 2015-16.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-I to this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 and Section 197 readwith 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 AnnualReport as Annexure-II to this report.

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 hasappointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942) toundertake the Secretarial Audit of the Company for the financial year 2015-16. TheSecretarial Audit report is annexed as Annexure-III to this report.

There are no disqualifications reservations or adverse remarks made by the SecretarialAuditor in his Report.

RISK MANAGEMENT POLICY:

Your Company has an effective Risk Management Policy. The management continuouslyoversees the risk management process including identification impact assessment anddrawing mitigation plans. The details of risks perceived by the Management are annexed aspart of the Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of women at the workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16

a. No. of complaints received: NIL

b. No of complaints disposed off: NA

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is exploring new technologies and improving the existing technologiesapplicable to the Hospital Business. The Company is engaged in conducting continuousresearch and development programs and has over a period developed an excellent team ofhighly skilled ophthalmic specialists and surgeons.

FOREIGN EXCHANGE EARNINGS / OUTGO:

Foreign Earnings : Rs. Nil (Previous Year Rs. Nil)

Foreign Outgo : Rs. 330.65 Lakhs (Previous Year Rs. 310.20 lakhs) towards import ofequipments and Consultancy / Other Expenses

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act 2013 theDirectors would like to state that:

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

(ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

(iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) The directors had devised proper system to ensure compliance with the provisionsof 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 onrecord its sincere appreciation of the devoted efforts of all employees in advancing thecompany’s vision and strategy to deliver another record performance.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted CSR Committee and following are the members

a Dr. Athiya Agarwal- Chairman

b CA Sanjay Anand- Member

c Dr. Adil Agarwal- Member

d Dr. Anosh Agarwal- Member

The CSR policy pursuant to the provisions of Section 135 of the Companies Act 2013 isavailable in your company’s website www.dragarwal.com. The provisions of CSR isapplicable to the company with effect from the current financial year and accordingly thecompany needs to expend at least 2% of its average net profit for the immediatelypreceding three financial years on corporate social responsibility activities amounting toRs. 9 Lakhs. The Company has incurred expenditure amounting to Rs. 10 lakhs by way ofcontribution to National Prime Minister’s Relief fund towards CSR responsibilities.

The report on CSR activities is given in Annexure IV forming part of this Report

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with PromotersDirectors Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. The Board of Directors of the Company hason the recommendation of the Audit Committee adopted a policy to regulate transactionsbetween the Company and its Related Parties in compliance with the applicable provisionsof the Companies Act 2013 and the Rules there under. This policy was considered andapproved by the Board has been uploaded on the website at www.dragarwal.com

CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governancepractices over the years. Pursuant to the Listing Agreement read with Regulation 15(2) ofthe SEBI (Listing Obligations and Disclosure Requirements Regulations) 2015 thecompliance with the corporate governance provisions as specified in regulations 17 to 27and clauses (b) to (i) of Regulation 46 (2) and para C D and E of Schedule V shall notapply to the Company. However the Company has generally complied with the CorporateGovernance requirements to the extent applicable and a report on Corporate Governance isannexed.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements Regulations)Regulations 2015 the Management Discussion and Analysis Report is annexed here with andform a part of this Annual Report.

ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation for the continuous supportreceived from the members customers suppliers various statutory bodies of theGovernment of India and the company’s employees at all levels.

For and on behalf of the Board
Sd/-
Place: Chennai Dr. Amar Agarwal
Date : May 19 2016 Chairman Cum Managing Director