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Healthy Investments Ltd.

BSE: 503689 Sector: Financials
NSE: N.A. ISIN Code: INE160N01017
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Healthy Investments Ltd. (HEALTHYINVESTM) - Director Report

Company director report

To

The Shareholders

Your Directors present the 35th Annual Report together with the audited statement ofaccounts for the year ended 31st March 2017.

1. FINANCIAL RESULTS:

PARTICULARS 2016-17 2015-16
(In Mill `) (In Mill `)
Profit before depreciation 1.359 1.039
Less : Depreciation 0.018 0.009
Profit before taxes 1.341 1.030
Less : Provision for current taxation - -
Less : Tax pertaining to earlier years 0.027 (0.002)
Less : Provision for deferred taxation - -
Add : MAT credit entitlement - -
Profit available for appropriation 1.314 1.032
Reserve fund 0.262 0.206
1.052 0.826
Surplus brought forward from last year 31.081 30.255
Surplus carried to balance sheet 32.133 31.081

2. STATE OF COMPANY'S AFFAIRS:

During the year under review the Company earned total revenue of ` 3.516 Million ascompared to last year's total revenue of ` 2.503 Million showing an increase of 40%approximately. However the Company was not engaged in much operations and the major shareof income was from dividend and investments. The profit after tax has also increased to

` 1.314 Million from ` 1.032 Million of previous year. Your Directors are giving theirbest efforts for exploring more business opportunities so as to increase the growth andprofitability of the Company.

3. DIVIDEND:

In order to retain profits for growth and expansion of the Company your Directors donot recommend any dividend for the financial year 2016-17.

4. RESERVES:

The Company Proposes to transfer ` 0.262 Million to reserve fund out of current year'sprofits.

5. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS:

Your Company has put in place adequate internal financial controls with reference tothe financial statements some of which are outlined below:

1. Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable.

2. These are in accordance with generally accepted accounting principles in India. YourCompany in preparing its financial statements makes judgments and estimates based onsound policies and uses external agencies to verify/validate them as and when appropriate.

3. The Management periodically reviews the financial performance of your Companyagainst the approved plans across various parameters and takes necessary action wherevernecessary.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sri Murali Kanuri (DIN: 00897402) Director of the Company retires by rotation andoffers himself for reappointment.

Key Managerial Personnel:

As the company's operations are very low and the whole-time director is directlylooking after the affairs other Key Managerial Personnel have not been appointed since itwould be operationally and financially not viable.

Annual Evaluation of Board's Performance:

In terms of the provisions of Section 134 of the Companies Act 2013 the Board ofDirectors have evaluated the effectiveness of the Board/Director(s) for the Financial Year2016-17.

7. NUMBER OF BOARD AND AUDIT COMMITTEE MEETINGS HELD:

The Board of Directors and Audit Committee duly met 5 (Five) times during the FinancialYear from 1st April 2016 to 31st March 2017 on the following dates:

1. 01.04.2016
2. 30.05.2016
3. 30.07.2016
4. 31.10.2016
5. 30.01.2017

The composition and category of Directors their attendance at the Board Meetings andat the last AGM held during the FY 2016-17 are as follows:

Category of the Director
Name of the Director Number of Board Meetings entitled to attend during the FY 2016-17 Number of Board Meetings attended during the FY 2016-17 Whether attended AGM held on 30/09/2016
Prasad Reddy Kasu DIN: 00246457 Independent Director 5 5 Yes
Murali Kanuri DIN: 00897402 Non-Executive 5 5 Yes
Shantha Prasad Challa DIN: 00962582 Non-Executive 5 5 Yes
Kameswara Sarma Chavali DIN: 06933900 Independent Director 5 5 Yes

The Company complied with the provisions of the Companies Act 2013 and ListingRegulations regarding convening and conducting the Board and Audit Committee Meetings.

8. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as theListing Regulations.

9. PUBLIC DEPOSITS:

During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

10. AUDITORS:

Statutory Auditors:

The Statutory Auditors M/s. C K S Associates Chartered Accountants (Peer ReviewCertificate No: 006803) Hyderabad were appointed for a period of 5 years at the 32ndAnnual General Meeting of the Company to hold office till the conclusion of the 37thAnnual General Meeting subject to ratification by the members at every Annual GeneralMeeting. They are yet to confirm their eligibility and willingness to accept theappointment if ratified by the shareholders at the Annual General Meeting.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Mudit Kapoor Practicing Company Secretary CP No. 18194 to conduct theSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure- A to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark. However the Secretarial Auditor has mentioned aboutnon-constitution of the Nomination and Remuneration Committee and non-appointment of wholetime Key Managerial Personnel on the Board of Company. The Directors have already giventhe clarifications on the same in the report.

11. AUDIT OBSERVATIONS:

The Auditors have commented that the Company has not obtained Certificate ofRegistration from Reserve Bank of India or its consent in accordance with the provisionsof Section 45 IA of the Reserve Bank of India Act 1934 for carrying on the business ofdealing in investment in shares and other securities. It is hereby clarified that theCompany is not carrying on NBFC activity and that it has invested the Company's own fundsin shares. The

Company has no borrowings of any kind or public Deposits nor has it issued any NCDs.However the Company will take steps to comply with the Reserve Bank of India regulationsas and when required.

Notes to Accounts are self-explanatory and do not call for any further comments.

12. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Companies (Management and Administration) Rules 2014 theextracts of the Annual Return as at March 31 2017 is set out as Annexure -B andforms part of this report.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

Being an investment company there are no particulars to be furnished in this report asrequired by section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 relating to conservation of energy and technology absorption. Therewere no foreign exchange earnings or outgo during the year.

14. CORPORATE SOCIAL RESPONSIBILITY:

As the Company has not reached the limits specified in section 135 and Schedule VII ofthe Companies Act 2013 the Board of Directors of your Company has not constituted a CSRCommittee and no activity is presently taken up.

15. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

In pursuance to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

Every listed Company is required to establish the Vigil Mechanism for their Directorsand Employees to report their genuine concerns or grievances under the Companies Act 2013and rules notified therein by Government of India.

Vigil Mechanism for the Directors and Employees of the Company interalia stipulate thefollowing:

The Audit Committee shall oversee the Vigil Mechanism through the Committee and if anyof the members of the Committee have a conflict of interest in a given case they shouldrecuse themselves and the others on the Committee would deal with the matter on hand.

The Vigil Mechanism shall provide for adequate safeguards against victimization ofEmployees and Directors who avail of the Vigil Mechanism and also provide for directaccess to the chairperson of the Audit Committee.

In case of repeated frivolous complaints being filed by a Director or an Employee theAudit Committee may take suitable action against the concerned Director or Employeeincluding reprimand.

16. ANTI-SEXUAL HARASSMENT POLICY:

Your Company has laid down Anti Sexual Harassment Policy under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 which isavailable on the website of the Company. No complaints have been received by the Companyduring the year under review.

17. RELATED PARTY TRANSACTIONS:

During the Financial Year 2016-17 your Company has not entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules which are covered under Section 188of the Companies Act 2013.

During the financial year 2016-17 there were no transactions with related partieswhich qualify as material transactions under the Listing Regulations.

18. CORPORATE GOVERNANCE REPORT:

The Company's paid up equity share capital is not exceeding rupees ten crore and networth is not exceeding rupees twenty five crore as on the last day of the previousfinancial year and hence the Corporate Governance Report is not applicable on the Companyas per Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

19. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 tothe

Bombay Stock Exchange Limited where the Company's Shares are listed.

20. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL

PERSONNEL / EMPLOYEES:

The Company has not paid any remuneration to Directors and none of the Directors andEmployees are covered under Section 197 of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. There are nopermanent employees on rolls of the Company.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the Listing Regulations the ManagementDiscussion and Analysis Report is enclosed as Annexure C and is a part of thisreport.

22. RISK MANAGEMENT:

The company has been addressing various risks impacting the company and the policy ofthe company on risk management is provided elsewhere in this annual report.

23. DEMATERIALIZATION OF SHARES:

95.43% of the company's paid up Equity Share Capital is in dematerialized form ason 31st March 2017 and balance 4.57% is in physical form.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 Directors of yourCompany hereby state and confirm that: a) In the preparation of the annual accounts forthe year ended 31st March 2017 the applicable accounting standards have been followedalong with proper explanation relating to material departures; b) They have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit of the company for the sameperiod; c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d) They have prepared the annual accounts on a going concern basis;e) They have laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively; and f) Theyhave devised proper systems to ensure compliance with the provisions of all applicablelaws and these are adequate and are operating effectively.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not provided any loans covered under Sections 185 and 186 of theCompanies Act 2013. The Company has not provided any guarantee or security for any loans.Details of Investments covered under the provisions of Section 186 of the Companies Act2013 are given in the notes to the Financial Statements.

26. REMUNERATION POLICY:

As the Directors/Key Managerial Personnel are not drawing any remuneration from theCompany the Committee is not formed. But as and when required committee shall beconstituted in the name and style of "Nomination and Remuneration Committee" ofthe

Board.

27. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

FOR & ON BEHALF OF THE BOARD

 

Place: Hyderabad Murali Kanuri Shantha Prasad Challa
Dated: 30th May 2017 Director Director
00897402 00962582