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Secunderabad Healthcare Ltd.

BSE: 524540 Sector: Health care
NSE: N.A. ISIN Code: INE930C01016
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VOLUME 3001
52-Week high 1.98
52-Week low 0.92
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.92
Sell Qty 99.00
OPEN 0.92
CLOSE 0.93
VOLUME 3001
52-Week high 1.98
52-Week low 0.92
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.92
Sell Qty 99.00

Secunderabad Healthcare Ltd. (SECUNDHEALTH) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Twentieth Annual Report and theCompany’s audited financial statement for the financial year ended March 31 2015.

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31 2015 issummarized below:

Rupees in Lakhs
PARTICULARS 2014-15 2013-14
Gross Income (including other income) 62233740 76316275
Profit before interest and depreciation 4203483 2993768
Less: Interest and financial charges 51527 63723
Profit Before depreciation 4151956 2930045
Less: Depreciation and amortization 3412347 2168290
Profit before tax 739609 761755
Provision for tax (including Deferred Tax) -501453 128827
Profit after tax 1241063 632927
Net Profit for the year 1241063 632927
Profit brought forward from previous year 632927
Profit available for appropriation 1873990
Appropriations: - -
Transfer to General Reserve - -
Dividend -
Dividend tax - -
Balance carried forward 1873990
Paid Up capital 83759600 83759600
Reserves and Surplus 733891737 732650674

RESULTS OF OPERATIONS AND THE STATE OFCOMPANY’S AFFAIRS

The highlights of the Company’s performance are asunder:

Revenue from operations Rs. 62233740
PBDIT(Excluding Other Income) decreased by 17.68%
Profit before Tax decreased by 2.90%
Cash Profit increased by 41.70%
Net Profit increased by 96.08%

The order book position as on 31st March 2015 stands at Rs. 50 Lakhs.

Reserves

The Company is not proposing to transfer any amount to the General Reserves of theCompany out of the profits made during the year. The total Reserves & Surplus(including capital reserves securities premium

Reserves General Reserves and P&L Account accumulated) as on 31st March2015 is Rs. 733891737 as against the Paid-up capital of Rs. 837596000

Dividend

The Board of Director of your company keeping in view the financial positions of thecompany has not recommended any Dividend For the Financial year 2014-15

Management Discussion and Analysis Statement

Management’s Discussion and Analysis Report for the year under review asstipulated under Clause 49 of Listing Agreement with the Stock Exchanges is presented ina separate section forming part of the Annual Report.

Transfer to the Investor Education and Protection Fund

In terms of Section 125 of the Companies Act 2013 no amount is required to transferto the Investor Education and Protection fund (IEPF) established by the Central Governmentduring the Financial year.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiaries or joint ventures.

Consolidated Financial Statements

The company does not have any subsidiaries or joint ventures hence only standaloneFinancial Statements are provided to the shareholders of the company.

Directors’ Responsibility Statement;

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement Your Directors hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31 2015the applicable accounting standards read with requirements set out under Schedule III tothe Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2015 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under the Listing Agreement forms an integral part of thisReport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of corporate governance is attached to the report on CorporateGovernance.

DIRECTORS

In accordance with the requirements of the Companies Act 2013 Mr. VinayMadhukarGanuandMr. RajaramArjunRambade Director of the Company is liable to retire by rotation at theAnnual General Meeting and being eligible offer themselves for reappointment at theensuring Annual General Meeting.

Brief resume of the Director proposed to be reappointed nature of their expertise inspecific functional areas names of the companies in which they hold directorships andrelationships between directors inter-se as stipulated under Clause 49 of the ListingAgreement with the Stock Exchanges in India are provided in the Report on CorporateGovernance.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both under theAct and Clause 49 of the Listing Agreement with theStock Exchanges.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.

The Board of Directors has complete access to the information within the Company.Independent Directors have the freedom to interact with the Company’s management.Interactions happen during Board / Committee meetings when MD / ED are asked to makepresentations about performance of the Company to the Board. Apart from this they alsohave independent interactions with the Statutory Auditors the Internal Auditors andexternal advisors appointed from time to time. Further they meet without the presence ofany management personnel and their meetings are conducted informally to enable theIndependent Directors to discuss matters pertaining to the Company’s affairs and putforth their combined views to the Board of Directors of the Company.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Companies Act 2013 on rotation ofaudit firms and based on the recommendation of the Audit Committee the Board has at itsmeeting held on30th May 2015 recommended the appointment of M/s. D PAgarwal& Co. Chartered Accountants as the Statutory Auditors of the Company to holdoffice from conclusion of this Annual General Meeting to the Conclusion of the next AnnualGeneral Meeting. M/s. D P Agarwal& Co. Chartered Accountants have confirmed thatthe appointment if made would be within the prescribed limits under Section 141 of theCompanies Act 2013. Accordingly the appointment of M/s. D P Agarwal& Co. CharteredAccountants Hyderabad as the Statutory Auditors is being proposed as an OrdinaryResolution

SECRETARIAL AUDITOR

The Board has appointed M/s P SateeshaRaoCompany Secretaries to conduct SecretarialAudit for the FY 2014-15. The Secretarial Audit Report for the financial year ended March31 2015 is annexed herewith marked as Annexure II to this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company on materialityof related party transactions.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Out Go:

The particulars relating to Conservation of Energy Technology absorption ForeignExchange earnings and outgo as required under section 217 (1) (e) of the Companies Act1956 read with Companies (Disclosure of particulars in the Report of Board of Directors)Rules 1988 are as follows

a) Conservation of Energy

The Company has taken suitable measures for conservation of energy. The core activityof the company is civil construction that is not an energy intensive activity.

b) Technology absorption Adoption and Innovation

There is no information to be furnished regarding Technology Absorption as your Companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which needs to be absorbedor adopted.

Innovation is a culture in the Company to achieve cost efficiency in the constructionactivity to be more and more competitive in the prevailing environment that cannot bequantified.

Foreign Exchange earnings and outgo

Foreign Exchange Inwards - Nil

Foreign Exchange outgo towards: Nil

FIXED DEPOSITS

Your Company has not accepted any deposits covered by the provisions of Section 73 ofthe Companies Act 2013 and the Rules framed there under.

INDUSTRIAL RELATIONS

Your Directors are happy to report that the Industrial Relations have been extremelycordial at all levels throughout the year. Your Directors record their appreciation forsincere efforts support and co-operation of all employees being extended from time totime to accelerate the growth of the Company.

DISCLOSURES

Audit Committee

The Audit Committee comprises majority Independent Directors namely Mr. Surendra NaiduRayapati Mr. Thakur Ramesh Singh Chouhan and Mr. Solomon Daniel Bondugulaas othermembers. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company has a Vigil mechanism and Whistle blower policy in terms of the ListingAgreement under which the employees are free to report violations of applicable laws andregulations and the Code of Conduct. Protected disclosures can be made by a whistle blowerthrough a dedicated e-mail or a letter to the Chairman of the Audit Committee.

Meetings of the Board

Nine meetings of the Board of Directors were held during theyear under review. Forfurther details please refer report onCorporate Governance of this Annual Report.

Code of Conduct

A declaration regarding compliance with the code of conductsigned by the Company’sManaging Director ispublished in the Corporate Governance Report which formspart of theannual report.

Particulars of Loans given Investments made Guarantees given and Securities provided

Particulars of loans given investments made guarantees given and securities providedare provided in the standalone financial statement

Extract of Annual Return

Extract of Annual Return of the Company is annexed here with as Annexure IIItothis Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

The percentage of increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2014-15 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sl. No. Name of Director/KMP and Designation Remuneration of Director/ KMP for financial year 2014-15 (Rs. in lakhs) % increase in Remunerationin the Financial Year2014-15 Ratio ofremuneration ofeach Director/to median remuneration of employees Comparison of theRemuneration ofthe KMP against theperformance of theCompany
1 Daniel Soloman Managing Director 540000 0% 50 Profit before Tax decreased by 2.90 and Profit After Tax increased by96.08 in financialYear 2014-15

During the period under review no employee of the Company is employed throughout thefinancial year and in receipt of Rs.60 lakhs or more or employed for part of the year andin receipt of Rs.5 lakhs or more a month under Rule 5(2) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

ii) The median remuneration of employees of the Company during the financial year wasRs. 27275 p.m;

iii) In the financial year there was increase of **% in the median remuneration ofemployees;

iv) Therewere 2 employees on the rolls of Company as on March 31 2015

v) Relationship between average increase in remuneration and company performance: - TheProfit before tax for the financial year ended March 31 2015 decreased by 2.90%whereasthe median remuneration was the same as last year

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:

The total remuneration of Key Managerial Personnel was Rs. 540000 lakhs whereas theProfit before tax was Rs. 739609 lakhs in 2014-15

vii) a) Variations in the market capitalisation of the Company: The marketcapitalisation as on March 31 2015 at NSE was Rs. 119468.46 lakhs (Rs. 23904.94 lakhsas on March 31 2014)

b) Price Earnings ratio of the Company at NSE was 16.36 as at March 31 2015 and was3.92 as at March 31 2014;

viii) Average percentage decrease made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2014-15 was 16.85% whereas themanagerial remuneration for the same financial year was the same as last year

ix) The key parameters for any variable component of remuneration availed by thedirectors: Not applicable

x) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but received remuneration in excess of the highest paid directorduring the year – Not Applicable; and

xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOP referred to in this Report.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

Appreciation and Acknowledgements

Your Directors wish to place on record their gratitude to the Company’sshareholders customers vendors and bankers for their continued support to KNRCL’sgrowth initiatives Your Directors also wish to place on record their appreciation of thecontribution made by employees at all levels who through their competence sincerityhard work solidarity and dedicated support have enabled your Company to make rapidstrides in its business initiatives Your Directors also thank the Central and StateGovernments and their various agencies particularly the National Highway Authority ofIndia and other Governmental agencies for extending their support during the year andlook forward to their continued support.

On behalf of the Board of Directors
of Secunderabad Healthcare Limited
SOLOMON DANIEL BONDUGULA RajaramArjunRambade
Managing Director Executive Director
Place: Hyderabad
Date: 14 Aug 2015