- 2015-16 To The Members
Your Directors have pleasure in presenting their THIRTY THIRD Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016".
1. Financial highlights for the year ended March 31 2016
| ||2015-16 ||2014-15 |
|Particulars || || |
| ||(Rs In Lakhs) ||(Rs In Lakhs) |
|Operating Income ||4256.57 ||3629.69 |
|Other Income ||93.88 ||21.24 |
|Total Income ||4350.46 ||3650.93 |
|Operating Expenses ||3465.89 ||3066.58 |
|EBIDTA ||884.57 ||584.35 |
|Finance Cost ||150.76 ||192.62 |
|Depreciation ||328.21 ||379.35 |
|Profit/(Loss) before Tax ||405.60 ||12.38 |
|Provision for Tax ||84.24 ||- |
|Provision for Deferred Tax ||- ||- |
|Profit/(Loss) after Tax (PAT) ||321.36 ||12.38 |
In view of the carry forward losses of the company your Board has not recommendeddividend for the financial year 2015-16.
The Company has not transferred any amount to
General reserve during the year.
4. Business and Operations Review
Total Operating income increased by 17.27% to Rs. 4350.46 lakhs during the financialyear 2015-16 from Rs. 3629.69 lakhs in the previous year.
Your Company has earned Profit after tax of Rs. 321.36 lakhs for the financial year2015-16 significantly higher than Rs. 12.38 lakhs achieved during the previous year.Improvement in bed occupancy coupled with better cost control contributed to theimprovement in profitability.
5. Statement in respect of adequacy of internal financial controls with reference tothe Financial Statements
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain independence of the Internal Audit function theInternal Auditor reports to the Chairman of the Audit Committee.
The Internal Audit Team along with the Process Team monitors and evaluates the efficacyand adequacy of internal control systems in the Company its compliance with operatingsystems accounting procedures and policies of the Company. Based on the report ofinternal audit corrective actions in the respective areas are undertaken and controlsstrengthened. Significant audit observations and corrective actions thereon are reportedto the Audit Committee of the Board.
6.Disclosure of particulars of loans/advances/
investments outstanding during the financial Year
The Company has not given any loans and advances to other body corporate and associatesas specified under Section 186 of the Companies Act 2013.
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.
8. Statutory Auditors
Section 139 of The Companies Act 2013 provided for the appointment of StatutoryAuditors for a period of five years and hence M/s B S R & Co. LLP CharteredAccountants (ICAI Firm Registration No 101248W/W-100022) were appointed as the StatutoryAuditors of the Company in the Annual General Meeting of the Company held on 27thSeptember 2014 for a period till the conclusion of the Thirty Sixth Annual GeneralMeeting. However their appointment requires ratification from the members at every AGM.
Accordingly the Board of Directors recommends the ratification of appointment of theStatutory Auditors.
9. The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
There are no significant and material orders passed by the regulators or courts ortribunals that may have an impact for the company as a going concern and /or company'soperations.
10. Closure of Register of Members and Share
The Register of Members and Share Transfer Books of the company will be closed witheffect from 23rd September 2016 to 29th September 2016 (both days inclusive).
11. The Board observed that there are no qualifications or reservations or adverseremarks by the Statutory Auditors as well as by the Secretarial Auditor in their reports.
12. Share Capital
The Company has not issued any equity shares with differential rights sweat equityshares employee stock options or employee stock purchase scheme. No shares have beentransferred to Suspense account in terms of Clause 39 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. As at the end of the financial year theCompany's Authorized Equity Share Capital stands at 2500 lakhs consisting of 1630.85 lakhsfully paid up Equity Shares of Re. 1 each.
13. Corporate Governance
Your Company has been complying with the provisions of Corporate Governance asstipulated in Clause 27 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
A separate report on Corporate Governance along with Practicing Company Secretary'scertificate on compliance of the Corporate Governance norms as stipulated in Schedule Vread with Clause 34(3) and 54(f) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Management Discussion & Analysis forming part ofthis report are provided elsewhere in this Annual Report.
14. Transfer to Investor Education and Protection
As required under the provisions of Section 205A and 205C and other applicableprovisions of Companies Act 1956 (Section 124 of the Companies Act 2013) dividends thatremain unpaid/unclaimed for a period of seven years are to be transferred to the accountadministered by the Central Government viz. Investor Education and Protection Fund("IEPF").There are no amounts which remain unpaid/unclaimed for a period ofseven years and hence no amount has been transferred to "IEPF".
15. Extract of the Annual Return
The extract of Annual Return as on the Financial Year ended 31st March 2016 asprescribed under Section 92 read with Rule 12 of Companies (Management and Administration)Rules 2014 is attached to this report as Annexure 1.
16. Conservation of energy technology
absorption foreign exchange earnings and outgo:
The particulars required to be given as per Section 134 (3) (m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are under
i. Conservation of energy-
Though the nature of the business of the company is such that the consumption of energyis not significant when compared to the overall cost of operations the company takes allefforts to conserve energy and carries out periodical energy audits.
ii. Technology absorption-
In spite of the fund constraints the company is currently in the process of updatingthe technology in various fields of equipments. Within the limitations everythingpossible was done to acquire improve and update the technology.
iii. Foreign Exchange earnings and outgo.
|S.No. ||Particulars ||2015-16 ||2014-15 |
|1. ||Foreign Exchange Earned ||Nil ||Nil |
|2. ||Foreign Exchange outgo ||Nil ||Nil |
17. Corporate Social Responsibility
Corporate Social Responsibility (CSR) is a initiative brought in by the Ministry ofCompany Affairs whereby every company having net worth of rupees 500 crore or more orturnover of rupees 1000 crore or more or a net profit of rupees 5 crore or more during anyfinancial year are mandated to serve society by contributing at least 2% of average netprofits of the Company during three immediately preceding financial year's profit invarious CSR activities as defined in Schedule VII of the Companies Act 2013.
Your Company does not fall in any of the above categories and hence CSR rule is notapplicable to the Company.
However being a Healthcare Service provider CSR has been integral part of the mannerin which the Company doing the business. Your Company is committed to maintaining thehighest standards of corporate social responsibility in all the business activities. Thefocus is to-
- Deliver patient centered care to the highest standards in comfortable surroundings.
- Respect personal independence patient's rights to make personal choices decisionsand their right to privacy and to enjoy life in comfort and with dignity.
- Develop our workforce by appropriate recruitment and training.
- Respect the rights and dignity of every employee and treat them fairly and withoutdiscrimination. Encourage team building and the sharing of knowledge throughout theorganization.
- Recognize employees individual and team contributions and reward them appropriately.
- Respect the rights of people in all communities in which we operate.
- Behave with honesty and integrity in all our dealings and relationship with others.
- Maintain internal controls and management systems adequate to ensure standards aremet.
- Seek to be honest and fair in our relationship with suppliers and contractors.
- Encourage suppliers and contractors to abide by our standards.
- Reduce energy waste water and paper consumptions where possible.
- Use recycled products or products with a high recycled or reconditioned content whereappropriate.
- Respecting the environmental sustainability by keeping up the pollution controlprotocols.
- Consciously undertaking programmes and activities towards public good and societalbenefits.
18. Particulars of Employees
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided elsewhere in the AnnualReport.
No employee of the Company was in receipt of remuneration during the financial year2015-16 in excess of the sum prescribed under Section 197(12) of the Companies Act 2013read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
19. Directors and Key Managerial Personnel
The details about the changes in the Directors and Key Managerial Personnel by way ofappointment resignation etc. and Disclosure of relationships between directors inter-seunder clause 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is included as a part of Corporate Governance Report.
The Directors who are liable to retire by rotation and also whether they offer forreappointment is included in the Notice of AGM.
The Statement of Declarations from Independent Directors that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 hasbeen obtained from the Independent Directors and the Board has taken on record the same.
20. Declaration given by Independent Directors
All the Independent Directors of the Company have given their declaration under Section149 (6) of the Companies Act 2013 confirming that they are in compliance with thecriteria as laid down in the above said Section for being an Independent Director of theCompany. Further there has been no change in the circumstances which may affect theirstatus as independent director during the year.
21. Policy on Directors' Appointment and Remuneration including criteria fordetermining qualifications positive attributes independence of a director
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for the selection and appointment of Directors Senior Management andtheir remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
22. Particulars of contracts or arrangements with
During the financial year 2015-16 the contracts and arrangements entered by the Companywith related parties were on an "arm's length" basis and in the ordinary courseof business. There are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interests of the Company at large.
The policy on materiality of Related Party Transactions as approved by the Board isuploaded on the Company's website.
The details of contracts or arrangements with related parties entered during the yearwere given in a separate annexure to the report in Annexure 2.
23. Risk Management Policy
The Risk Management Policy of the Company elaborates the various methods inidentification assessment monitoring and mitigation of various risks that the companymay face in its business. The Company's enterprise Risk Management approaches identifiesand categorizes the major risk relating to Operations and Finance. The Company's objectiveis to achieve a balance between acceptable levels of risk and reward in effectivelymanaging its Operational Financial Business and other risks.
24. Secretarial Audit Report
Pursuant to Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. Alagar& Associates Practicing Company Secretary as the Secretarial Auditors of the Companyin the Board Meeting held on 11th February 2016.The Secretarial Report issued by onCompany's Secretarial Auditor M/s. Alagar & Associates is annexed and forms part ofthis Report in Annexure 3.
25. Number of meetings of Board
The detail of number of meetings of Board of Directors is included as a part ofCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
26. Composition of Audit Committee
The Audit Committee of the Company has been constituted in accordance with theprovisions of Section 177 of Companies Act 2013 read with Clause 18 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The details of the AuditCommittee are included as a part of Corporate Governance Report.
27. Details of establishment of vigil mechanism
The Company has formulated and adopted a vigil mechanism for employees to reportgenuine concerns to the Chairman of the Audit Committee. The policy provides opportunitiesfor employees to access in good faith the Audit Committee if they observe unethical andimproper practices. The Whistle Blower policy of the Company is available in the websiteof the C o m p a n y . T h e l i n k f o r t h e s a m e i shttp://www.kauveryhospital.com/investors#.
28. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and the Regulation 19 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has completed a formal evaluation of their performance and thatof its Committees and individual directors.
29. Listing fees:
The Company confirms that it has paid the annual listing fees for the year 2016-17 toBombay Stock Exchange.
30. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013:
The Company has in place a Policy on Sexual Harassment Prevention in accordance withthe requirements of the "Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" All employees are covered under this policy.
The company has not received any complaints under Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 during the financial year2015-16.
31. Directors' Responsibility Statement as required under Section 134 (5) of theCompanies Act 2013
In terms of provisions of Section 134(5) of the
Companies Act 2013 your Directors confirm that :
(I) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.
(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period.
(iii) the directors had 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 had prepared the annual accounts
on a going concern basis; and
(v) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
(vi) the directors had laid down internal financial controls and such internalfinancial controls are adequate and were operating effectively.
32. Material changes and commitments affecting financial position between the end ofthe financial year and date of the report
There is no change in the nature of business of the Company during the year. There areno material changes and commitments in the business operations of the Company since theclose of the financial year on 31st March 2016 to the date of this report.
We thank the various Government Agencies and Banks for their continued support andco-operation to the Company. We place on record our appreciation of the contribution madeby our employees consultants and officers of the Company during the year under report.
| || ||For and on behalf of the Board of Directors |
|Place: Trichy ||(Dr S Chandrakumar) ||(Dr D Senguttuvan) |
|Date :13 August 2016 ||MANAGING DIRECTOR ||EXECUTIVE DIRECTOR |