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Chennai Meenakshi Multispeciality Hospital Ltd.

BSE: 523489 Sector: Health care
NSE: N.A. ISIN Code: INE889F01017
BSE 16:01 | 03 Jun 13.50 0.64
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NSE 05:30 | 01 Jan Chennai Meenakshi Multispeciality Hospital Ltd
OPEN 13.50
PREVIOUS CLOSE 12.86
VOLUME 3720
52-Week high 16.47
52-Week low 4.43
P/E 19.01
Mkt Cap.(Rs cr) 10
Buy Price 12.26
Buy Qty 155.00
Sell Price 13.50
Sell Qty 50.00
OPEN 13.50
CLOSE 12.86
VOLUME 3720
52-Week high 16.47
52-Week low 4.43
P/E 19.01
Mkt Cap.(Rs cr) 10
Buy Price 12.26
Buy Qty 155.00
Sell Price 13.50
Sell Qty 50.00

Chennai Meenakshi Multispeciality Hospital Ltd. (CHENNAIMEENA) - Director Report

Company director report

The Directors have pleasure in presenting their 29th Annual Report and AuditedStatement of Accounts of the Company for the year ended 31st March 2019.

PERFORMANCEATAGLANCE:

(र in Lakhs)

Particulars Year ended 31st March 2019 Year ended 31st March 2018
Gross Income 2285.73 2368.93
Profit / (Loss) Before Depreciation Tax & Financial Expenses 260.74 403.05
Financial Expenses 136.21 138.79
Depreciation 119.67 114.53
Profit / (Loss) Before Tax 4.86 149.73
Less: Exceptional Items - -
Tax Expenses:
a. Current Tax - -
b. Fringe Benefit Tax - -
c. Deferred Tax Liability - -
Other Comprehensive Income
(i) Items that will not be reclassified to profit or Loss
(a) Remeasurement of net defined benefit Liability / Asset (0.62) 6.82
Profit/ (Loss) for the year carried to Balance Sheet 4.24 156.55

DIVIDEND

In view of the accumulated losses your Directors have not recommended any dividend forthe year 2018-19.

TRANSFER TO RESERVES:

No transfers were made to Reserves & Surplus for the year 2018-19.

BUSINESS OPERATIONS:

During the year 2018-19 there was decline in the overall performance of the company dueto stiff competition. The gross income during the year under review was र 2285.73Lakhs as against र 2368.93 Lakhs in the previous year. There was a profit of र4.24 Lakhs during the year under review as against र 156.55 Lakhs in the previousyear.

OPERATIONAL HIGHLIGHTS

The Number of patients was 3481 during the year 2018-19 as against 4009 in the previousyear. Your management believes that the stiff competition situation will ease in duecourse and the performance will improve.

MANAGEMENT DISCUSSIONANDANALYSIS

A detailed review of operations performance and future outlook of the Company iscontained in the "MANAGEMENT DISCUSSION AND ANALYSIS REPORT" that forms anintegral part of this report. (Annexure - I)

MATERIAL CHANGES & COMMITMENTS:

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 2019 to the date of this report.

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is given in (Annexure-II)

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. R. Gomathi (DIN No: 02900460) retires by rotation and being eligible offersherself for re- appointment. Mr. G.R. Navin Raakesh (DIN: 01692155) Director and ChiefFinancial Officer resigned with effect from 14th August 2018. Ms. PremalathaKanikannan(DIN: 01710387) Woman Director and Chief Financial Officer (Resigned witheffect from 5th May 2018. Mr. G.R. Navin Raakesh (DIN: 01692155) was appointed as ChiefFinancial Officer with effect from 5th May 2018 and resigned on 14th August 2018 due topersonal reasons. Mr. Dambaru Dhar Jena was appointed as the Chief Financial Officer witheffect from 14th August 2018. Dr. S. Kameswaran (DIN: 00255389) Independent Director andChairman of Audit Committee resigned with effect from 13th February 2019 due to his oldage and health conditions. Dr. S.Varadharajan (DIN: 08015795) was appointed as IndependentDirector with effect from 28th September 2018.

The Board of Directors placed on record their appreciation for the valuablecontribution made by Mr. G.R. Navin Raakesh Ms. Premalatha Kanikannan & Dr. S.Kameswaran for the growth of the company during their tenure as Directors of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of theCompany under Section 149 (7) of Companies Act 2013 that the Independent Directors of thecompany meet with the criteria of their Independence laid down in Section 149 (6).

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.

NUMBER OF MEETINGS OF BOARD:

The details 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. The Board met on 5th May 2018; 28th May2018; 14th August 2018; 12th November 2018 and 13th February 2019.

COMPOSITION OF COMMITTEES OF BOARD:

Currently the board has following Committees: Audit Committee Nomination &Remuneration Committee & Stakeholders Relationship Committee Internal ComplaintsCommittee Whistle Blower Committee and Independent Directors Committee.

The Composition &Activities are as follows:

Name of the Committee Composition of the Committee/ No. of times the committee met Highlights of duties responsibilities & Activities
Audit Committee Dr. S. Kameswaran The Audit Committee was mandated with the same Terms of Reference specified in SEBI (LODR) REGULATIONS2015.
DIN: 00255389 (Independent Director Resigned w.e.f 13th February 2019) Chairperson of the Committee
Mr. B. Ramachandran The current Terms of Reference fully conform to the requirements of the Companies Act.
DIN: 06397113 (Independent Director) Member Chairperson of the Committee w.e.f 13th February 2019
Mr. A.N. Radhakrishnan The Audit committee is responsible for overseeing the Company's financial reporting process reviewing the quarterly/half- yearly/annual financial statements reviewing with the management the financial statements and adequacy of internal audit function recommending the appointment/re- appointment of statutory auditors and fixation of audit fees reviewing the significant internal audit findings/related party transactions reviewing the Management Discussion and Analysis of financial condition and result of operations and also statutory compliance issues.
DIN: 01508867 (Chairman & Managing Director) Member
Mr. S. Varadharajan
DIN: 08015795 (IndependentDirector) Member of the Committee w.e.f. 10th November 2018
Mr. T. Jeyaprakasam
Secretary of the Committee (Company Secretary)
Resigned w.e.f.6th June 2018
Afternoon
Mr. R.Deenadayalu
Secretary of the Committee (Company Secretary) The Committee acts as a link between the management external and internal auditors and the Board of Directors of the Company.
w.e.f 7th June 2018
The Committee met 4 times on
26th May 2018
13th August 2018
10th November 2018
12th February 2019
Nomination & Remuneration Committee Dr. S. Kameswaran To fix salary allowances and other perks to senior level personnel as and when appointed by the Company.
DIN No:00255389 (Independent Director)
Chairperson of the Committee
(Resigned w.e.f. 13th February 2019) REMUNERATION POLICY: The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/
Mr. B. Ramachandran
DIN No: 06397113
(Independent Director) Member of the Committee
Mrs. Premalatha Kanikannan personnel.
DIN No: 01710387 (Director - Chief Financial Officer) Member of the Committee (Resigned w.e.f. 05.05.2018) CEO/CFO CERTIFICATION by
Mr. G.R.Navin Raakesh DIN No: 01692155 Director - Chief Financial Officer) Member of the Committee (Appointed w.e.f 05.05.2018 & resigned w.e.f. 14.08.2018) Dr. V. Krishnamurthy Chief Executive Officer and Mr. A.N. Radhakrishnan Chairman & Managing Director as required under SEBI (LODR) was placed before the Board at its meeting held on 13th August 2019.
Mr. S.Varadharajan
DIN No: 08015795
Appointed w.e.f.13.02.2019
as Member & Chairman of the Committee.
The Committee met 4 times on 05.05.2018 14.08.2018 12.11.2018& 12.02.2019
Stakeholders Relationship Committee Mr. B. Ramachandran The Company has attended to the investors' complaints and redressed them within 15 days from the date of their receipt during the year 2018-2019.
DIN: 06397113 (Independent Director)
Chairperson of the Committee
Dr. S. Kameswaran
DIN:00255389
(Independent Director)
Member of the Committee
(Resigned w.e.f.
13th February 2019)
Mr. S.Varadharajan
DIN: 08015795
Member of the Committee
Mrs. R.Gomathi
(DIN: 02900460)
Woman Director
(Member w.e.f 13.02.2019)
The Committee met on
18.06.2018 16.08.2018 29.10.2018 17.11.2018 17.12.2018 24.12.2018 03.01.2019 10.01.2019 30.01.2019 06.02.2019 07.03.2019 11.03.2019 18.03.2019 25.03.2019 30.03.2019 & 31.03.2019
Internal Complaints Committee Mr. B. Ramachandran To consider & redress complaints.
DIN: 06397113 (Independent Director)
Member of the Committee
Dr. S. Kameswaran
DIN: 00255389 (Independent Director)
Member of the Committee
(Resigned w.e.f. 13th February 2019)
Mr. S.Varadharajan
DIN: 08015795 (Independent Director)
Member of the Committee
Whistle Blower Committee Mr. B. Ramachandran This provides adequate safeguards against victimization of Directors / Employees or any other person.
DIN: 06397113 (Independent Director)
Member of the Committee
Dr. S. Kameswaran
DIN: 00255389 (Independent Director)
Member of the Committee
(Resigned w.e.f. 13th February 2019)
Mr. S.Varadharajan
DIN: 08015795 (Independent Director)
Member of the Committee

Independent Directors' Committee: Members - Dr. S. Kameswaran (DIN:00255389)Independent Director Member till 13th February 2019; Mr. B. Ramachandran (DIN:06397113)Independent Director Member and Dr. S. Varadharajan (DIN:08015795) Independent DirectorMember.

Internal Complaints Committee under Sexual Harrassment of Women at work place: TheCompany has complied with the provisions relating to the constitution of InternalComplaints Committee under Sexual Harrassment of Women at work place (PreventionProhibition Redressal) Act 2013. The Company is committed to provide a safe andconducive work environment to its employees during the financial year. Your directorsfurther state that during the financial year there were no cases filed pursuant to theSexual Harrassment of Women at work place (Prevention Prohibition Redressal) Act 2013.The composition of members of the above committee is as per the requirement under theabove Act and relevant rules/provisions.

Number of complaints received disposed and pending during the year - Nil

POLICIES OFTHEBOARD:

WHISTLE BLOWER POLICY:

As per Section 177 (9) of the Act read with relevant Rule 7 of the Companies (Meetingsof Board and its Powers) Rules 2014 and SEBI (LODR)REGULATIONS 2015 the Company hasestablished a vigil mechanism overseen by the Audit Committee. The Policy ensures thatstrict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern. This hasbeen uploaded in the Company's website. No complaint under this facility was receivedduring the Financial Year 2018-19.

REMUNERATION POLICY:

The Remuneration Policy of the Company for the managerial personnel is based on theperformance potential and performance of the individual/personnel.

Criteria for payment of Remuneration to Non-Executive Directors (Pursuant to Part-DSchedule II(1) of SEBI (LODR) Regulation 2015.

The Non-Executive Directors will be paid sitting fees for attending the Board andCommittee Meetings as per the stipulations in the Act and the Articles of Association ofthe company and as recommended by the Nomination and Remuneration Committee. Differentscales of sitting fee may be fixed for each category of the directors and type of meeting.However the fees payable to the Independent Directors and Woman Directors shall not belower than the fee payable to other categories of directors.

In addition to this the travel and other expenses incurred for attending the meetingsare to be met by the Company. Subject to the provisions of the Act and the Articles ofAssociation the Company in General Meeting may by special resolution sanction and pay tothe Directors remuneration not exceeding 1% of the net profits of the Company computed inaccordance with the relevant provisions of the Act. The company shall have no pecuniaryrelationship or transactions with any Non-Executive Directors.

RISKMANAGEMENT POLICY:

The Company has Business Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage.

RELATED PARTYTRANSACTION POLICY:

The Policy regulates all transactions between the Company and its related parties.

INSIDERTRADING POLICY:

The Policy provides the framework in dealing with Securities of the Company.

AUDITORS

M/s. MRC & Associates (FRN. 004005S) Chartered Accountants Chennai-600 030 wereappointed in the 27th Annual General Meeting as the Statutory Auditors of the Company fora term of five consecutive years from the conclusion of the 27th Annual General Meetingof the Company till the conclusion of the 32nd Annual General Meeting to be held in theyear 2022.

There are no qualifications in the Independent Auditors report.

SECRETARIAL AUDIT:

Pursuant to Section 204(1) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. T Murugan a Practicing Company Secretary (C.P.No.4393) to undertake theSecretarial Audit of the Company for the Financial Year 2018-19.

The Secretarial Audit Report was placed before the Board on 13th August 2019. Thereare no qualifications in the Secretarial Audit Report. (Annexure-III)

PUBLIC DEPOSITS

The Company has not accepted deposits during the year and there are no public depositsfallen due for payment and claimed but not paid as on 31st March 2019. The total amountof deposit outstanding as at 31st March 2019 was Nil.

SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

DETAILS OFADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board. During theyear such controls were tested and no reportable material weaknesses in the operationswere observed.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company did not give any Loan or Guarantee or provided any security or makeinvestment covered under Section 186 of the Companies Act 2013 during the year.

CORPORATE SOCIAL RESPONSIBILTY:

The requirements of compliance of Corporate Social Responsibility are not applicable toour company.

PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTY:

Particulars of contracts or arrangements with Related Parties referred in Section188(1) of the Companies Act 2013 is furnished in accordance with Rule 8(2) of theCompanies (Accounts) Rules 2014 in FormAOC-2 (Annexure-IV).

FORMAL ANNUAL EVALUATION:

The Board has carried out the annual performance evaluation of its own performance andthe Directors individually after taking into consideration inputs received from theDirectors covering various aspects on the Board's functioning such as adequacy of thecomposition of the Board and its Committees performance of specific duties obligationsand governance.

The Performance evaluation of the Independent Directors was carried out by the entireBoard & the Performance evaluation of the Chairman was carried out by the IndependentDirectors.

The Directors expressed their satisfaction with the overall evaluation process.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Disclosure of Ratio of Remuneration to each Director to the median employees'remuneration

The ratio of the remuneration of each director to the median remuneration of theemployee of the company for the financial year

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / 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 and Directors is furnished hereunder:

(In Rupees)

S.No Name Designation Remuneration for FY 2018-19 Remuneration for FY 2017-18 Increase in remuneration from previous year Ratio / times per median of employees remuneration
1. Mr.A.N. Radhakrishnan Chairman & Managing Director 900000 900000 Nil 4.3:1
2. Dr.V Krishnamurthy Chief Executive Officer 14324643 13290000 1034643 p.a. 64.28:1
3. Mr.T. Jeyaprakasam (From 1.4.2018 to 6.6.2018) Company Secretary 46200 198000 6000 p.m. 1.13:1
4. Mr.R. Deenadayalu (From 7.6.2018 to 31.3.2019) Company Secretary 887215

-

Not Applicable as he joined on 7th June 2018 5.38:1
5. Mr.Dambaru Dhar Jena (w.e.f.14thAugust 2018) Chief Financial Officer 280484 Not Applicable as he joined on 14thAugust 2018 1.99:1
6. Mr. G.R. Navin Raakesh (Resigned w.e.f. 14thAugust 2018) Director
7. Mrs. Premalatha Kanikannan (Resigned w.e.f. 5th May 2018) Director
8. Dr. S. Kameswaran (Resigned w.e.f. 13th February 2019) Independent Director
9. Mr. B. Ramachandran Independent Director

-

-

-

-

10. Dr. S. Varadharajan Independent Director

-

-

 

The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year: Chief Executive Officer : 7.79%
Company Secretary : 40%
Chief Financial Officer : Nil
The percentage increase in the median remuneration of employees in the financial year There is no increase in median remuneration.
The number of permanent employees on the rolls of company 113
The explanation on the relationship between average increase in remuneration and company performance The employees on an average received an annual increase of 3.60% based on their performance and this increase in remuneration is in line with the market trends.
Comparison of the remuneration of the key Managerial Personnel against the performance of the Company The remuneration payable to Key Managerial Personnel and Whole-Time Director is in accordance with Industry and Geographical Standards and as per the Remuneration Policy of the company.

 

Variations in the market capitalization of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the company as at the close of the current financial year and previous financial year Particulars 31.03.2019 31.03.2018 change
Stock Price (in र) 11.75 19.25 -38.96%
Market Cap (र in crores) 8.77 14.38 -39.01%
EPS 0.07 2.00
P/E 167.85 9.62

 

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average annual increase in the salaries of employees other than the managerial personnel across the organization was around 3.60%. There is no increase in the managerial remuneration other than CEO and Company Secretary. The remuneration payable to Key Managerial Personnel and Whole-Time Director is in accordance with Industry and Geographical Standards and as per the Remuneration Policy of the company
Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company The remuneration payable to Key Managerial Personnel is in accordance with Industry and Geographical Standards and as per the Remuneration Policy of the company.
The key parameters for any variable component of remuneration availed by the directors There is no variable component in the remuneration paid to the directors
The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year 1 : 15.92
Directors Highest Salary - र 900000/- p.a.
Employees Highest Salary - Chief Executive Officer - र 14324643/- p.a.
Affirmation that the remuneration is as per the remuneration policy of the company Yes

Transfer to Investor Education and Protection Fund:

There are no amount which remain unpaid/unclaimed for a period of seven years and henceno amount has been transferred to ‘IEPF'.

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.

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 relevant Regulation(s) of SEBI(LODR) Regulations 2015 is included as part ofCorporate Governance Report.

The Directors who are liable to retire by rotation and also whether they offer forre-appointment is included in the Notice of Annual General Meeting.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

Particulars required to be given as per Section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are annexed hereto and the sameforms part of this Report. (Annexure V)

REPORT ON CORPORATE GOVERNANCE

Your Company continues to strive towards highest standards of Corporate Governance. Thereport of Board of Directors on Corporate Governance is given in separate section titled"Report on Corporate Governance" which forms part of this Annual Report. Thecompany has established Whistle Blower Mechanism. (Annexure VI)

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134(5) of the Companies Act 2013.

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and that there is no material deviation there from;

(b) Reasonable and prudent accounting policies have been applied in the preparation ofthe financial statements that they have been consistently applied and that reasonableprudent judgment and estimates have been made in respect of items not concluded by theyear end so as to give a true and fair view of the state of affairs of the Company as at31st March 2019 and of the Profit for the year ended on that date;

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

(d) The Directors had prepared the financial statements on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

NAMES OF TOP 10 EMPLOYEES OF THE COMPANY IN TERMS OF REMUNERATION DRAWN (OTHER THAN KEYMANAGERIAL PERSONNEL)

Sl. No. Name र p.m.
1. Srinivasan G 47500/-
2. Joseph Enit Rodrigo 31000/-
3. RoslineAntony Raj 25920/-
4. Karthigai S 25500/-
5. ArulkumarAnpazhagan 24500/-
5. Selvakili R 24500/-
6. GunavathyK 24500/-
7. Lissamma Joseph 24400/-
8. Sekar K 24297/-
9. Mohan K 24200/-
10. Venkatesan G 24026/-

DUES TO SMALL & MICRO ENTERPRISES

Dues outstanding more than र 100000/- to Small and Micro Industrial Units: Nil

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2018-19 toBSE where shares of the company are listed.

ACKNOWLEDGEMENTS:

The Directors place on record their sincere thanks to the investors employeescustomers and medical professionals for their continuous support. The Directors also thankthe Government of India Government of Tamilnadu and agenciesfortheirco-operation.

ON BEHALF OF THE BOARD
Place: Chennai A.N. RADHAKRISHNAN
Date : 13th August 2019 CHAIRMAN & MANAGING DIRECTOR
DIN: 01508867