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Chennai Meenakshi Multispeciality Hospital Ltd.

BSE: 523489 Sector: Health care
NSE: N.A. ISIN Code: INE889F01017
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OPEN 25.50
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VOLUME 5444
52-Week high 29.95
52-Week low 15.60
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
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Chennai Meenakshi Multispeciality Hospital Ltd. (CHENNAIMEENA) - Director Report

Company director report

To the Members of Chennai Meenakshi Multispeciality Hospital Limited.

Your Directors present their 32nd Annual Report together with theAudited Statement of Accounts of the Company for the financial year ended 31st March 2022.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars Year ended 31st March 2022 Year ended 31st March 2021
Gross Income 3177.53 2000.09
Profit / (Loss) Before Depreciation Tax 8t Financial Expenses 613.40 115.64
Interest 98.49 113.90
Depreciation 117.32 126.72
Profit / (Loss) Before Tax 397.59 (124.98)
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) Re measurement of net defined benefit Liability / Asset 1.76 4.01
Profit/ (Loss) for the year carried to Balance Sheet 399.35 (120.97)

OPERATIONS AND FINANCIAL PERFORMANCE:

The revenue of the Company for the Financial Year 2021 -2022 is Rs.3177.53 Lakhs compared to the total revenue of Rs. 2000.09 Lakhs in the previous year. Theprofit for the Financial Year 2021 -2022 is Rs. 397.59 Lakhs as against a loss of Rs.(124.98) Lakhs in the previous year (excluding Other Comprehensive Income). The profit ofthe Company for the Financial Year 2021-2022 is Rs. 399.35 lakhs as against the loss AfterTax of Rs. (120.97) Lakhs in the previous year. The other comprehensive income for theFinancial Year 2021 -2022 is Rs. 1.76 Lakhs as against Rs. 4.01 Lakhs in the previousyear. The detailed over view of the Company performance during the financial year 2021 -22is given in Annexure-I to the Directors Report - Management Discussion and AnalysisReport. On approval by the Government of Tamilnadu to admit COVID 19 patients also yourhospital has seen improvement during the months of May 2021 and June 2021 and againreturned to normal performance subsequently.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with Section 152 of the Companies Act 2013 Mr. A.N.Radhakrishnan (DIN:01508867) will retire by rotation at this ensuing Annual GeneralMeeting. He being eligible offers himself for re-appointment. The subject forms part ofthe ordinary business in the Notice of the 32nd Annual General Meeting.

Mr.N. Rajkumar (DIN:00617000) resigned with effect from 20.05.2021 andagain appointed as Additional Director (Independent) for five years with effect from09.06.2021 for 5 (five years) and regularized as Independent Director in the AnnualGeneral Meeting held on 15.09.2021. Mr. B. Ramachandran (DIN: 06397113) IndependentDirector resigned with effect from 09.06.2021. Mr. K. Meyyanathan (DIN: 07845698) wasappointed as an Additional Director (Independent) for five years with effect May 20 2021and regularized as Independent Director in the Annual General Meeting held on 15.09.2021

DIVIDEND:

Though there is Profit in the year 2021-22 the Board of Directors hasnot recommended any dividend for the financial year ended 31st March 2022 due to pendingof accumulated losses.

UNPAID / UNCLAIMED DIVIDEND:

In compliance with the provisions of Section 124 of the Companies Act2013 and rules made thereunder the Company had no unclaimed dividend to be transferred toInvestor Education and Protection Fund and there is no unclaimed dividends lying in theCompany's Unpaid Dividend Account.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIESACT 2013:

For the financial year ended 31st March 2022 the Company has notproposed to carry any amount to General Reserve Account due to pending of accumulatedlosses.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor is any subsidiary companytherefore disclosure under Section 197(14) of the Companies Act 2013 is not applicable.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting thefinancial position of the Company occurred between the end of the financial year to whichthis financial statements relate and the date of this report.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 and SEBI Guidancenote on Board evaluation issued by SEBI vide its circular dated January 5 2017 theannual performance evaluation of its Board the directors individually and Committees ofthe board viz. Audit and Nomination and Remuneration Committee has been carried out.

The board and the committee were evaluated on various criteria asstated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

5. Monitoring by the Board management effectiveness in implementingstrategies managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairmanbased on following criteria:

1. Attendance at the meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

SUCCESSION PLANNING:

The Nomination and Remuneration Committee works with the Board on thesuccession plan and prepares for the succession in case of any exigencies.

NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE:

The Board meets at regular intervals to discuss and decide on businessstrategies / policies and review the financial performances of the Company. The BoardMeetings are pre-scheduled and a tentative annual calendar of the Board is circulated tothe Directors well in advance to facilitate the Directors to plan their schedules. Thedetails of number of board meetings and other committee meetings held during the FinancialYear 2021-22 are as follows:

BOARD MEETI NGS

Name Date of Meeting 20.05.2021 Date of Meeting 09.06.2021 Date of Meeting 28.06.2021 Date of Meeting 13.08.2021 Date of Meeting 11.11.2021 Date of Meeting 13.12.2021 Date of Meeting 12.02.2022
R. Gomathi Attended Attended Attended Attended Attended Attended Attended
A.N. Radhakrishnan Attended Attended Attended Attended Attended Attended Attended
B. Ramachandran Attended Attended & Resigned after the meeting - - - - -
K. Meyyanathan Joined on 20-05-2021 Attended Attended Attended Attended Attended Attended
N. Rajkumar Attended & Resigned after the meeting Joined on 09-06-2021 Attended Attended Attended Attended Attended

AUDIT COMMITTEE MEETINGS

Name Date of Meeting 20.05.2021 Date of Meeting 09.06.2021 Date of Meeting 28.06.2021 Date of Meeting 13.08.2021 Date of Meeting 11.11.2021 Date of Meeting 13.12.2021 Date of Meeting 12.02.2022
B. Ramachandran Attended Attended & Resigned after the meeting - - - - -
K. Meyyanathan Joined on 20-05-2021 Attended Attended Attended Attended Attended Attended
R. Gomathi Attended Attended Attended Attended Attended Attended Attended
N. Rajkumar Attended & Resigned after the meeting Joined on 09-06-2021 Attended Attended Attended Attended Attended

NOMINATION AND REMUNERATION COMMITTEE MEETINGS

Name Date of Meeting 20.05.2021 Date of Meeting 09.06.2021 Date of Meeting 28.06.2021 Date of Meeting 13.08.2021 Date of Meeting 11.11.2021 Date of Meeting 13.12.2021
B. Ramachandra n Attended Attended & Resigned after the meeting - - - -
N. Rajkumar Attended & Resigned after the meeting Joined on 09-06-2021 Attended Attended Attended Attended
A.N. Radhakrishna n Attended Attended Attended Attended Attended Attended
K. Meyyanathan Joined on 20-05-2021 Attended Attended Attended Attended Attended

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

Name Date of Meeting 30.04.2021 Date of Meeting 11.10.2021 Date of Meeting 18.10.2021 Date of Meeting 11.02.2022 Date of Meeting 30.03.2022
B. Ramachandran (Resigned at the conclusion of board meeting held on 09-062021) Attended - - - -
K. Meyyanathan (Joined on 20-052021) - Attended Attended Attended Attended
A.N. Radhakrishnan Attended Attended Attended Attended Attended
N. Rajkumar Attended Attended Attended Attended Attended

COMPOSITION OF BOARD:

The Board consists of the following:
Mrs. R. GOMATHI (DIN: 02900460) - Managing Director
Mr. A.N. RADHAKRISHNAN (DIN: 01508867) - Non Executive Director
Mr. B. RAMACHANDRAN (DIN: 06397113) - Independent Director (Till 9th June 2021)
Mr. K. MEYYANATHAN (DIN: 07845698) - Independent Director (from May 20 2021.
Mr. N. RAJKUMAR(DIN:00617000) - Independent Director (from 9th February 2021 to 20th May 2021 and from 9th June 2021 and continuing)

1. No. of Board Meetings: 7: 20th May 2021; 09th June 2021; 28thJune 2021; 13th August 2021; 11th November 2021; 13th December 2021 and 12th February2022.

The interval between two Board Meetings was well within the maximumperiod mentioned under section 173 of the Companies Act 2013 and SEBI Listing(Disclosures and Obligations Requirements) Regulations 2015.

COMPOSITION OF COMMITTEES OF BOARD:

Currently the board has following Committees: Audit CommitteeNomination & Remuneration Committee Stakeholders Relationship Committee InternalComplaints Committee 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 Mr. B. Ra m ac ha ndra n - DIN: 06397113 (Independent Director) Chairman of the Committee (Till 9th June 2021) The Audit Committee was mandated with the same Terms of Reference specified in SEBI (LODR) REGULATIONS 2015.
Mrs. R. Gomathi - DIN:02900460 Managing Director-Member The current Terms of Reference fully conform to the requirements of the Companies Act.
Mr. N. Rajkumar - DIN:00617000 (Independent Director) - Member till 20th May 2021 & from 9th June 2021 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.
Mr. K. Meyyanathan (DIN:07845698) - (Independent Director-Chairman from (from June 28 2021)
Mr. R. Deenadayalu Secretary of the Committee (Company Secretary)
The Committee met 7 times on 20th May 2021 9th June 2021; 28th Jun e 2021 13th August 2021; 11th November 2021; 13th December 2021 and 12th February 2022 The Committee acts as a link between the management external and internal auditors and the Board of Directors of the Company.
Nomination & Remuneration Committee Mr. B. Ramachandran DIN No: 06397113 (Independent Director) Member of the Committee till 9th June 2021 To fix salary allowances and other perks to senior level personnel as and when appointed by the Company.
REMUNERATION POLICY: The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.
Mr. A.N. Radhakrishnan- DIN: 01508867 (Non-Executive Director) Member of the Committee
Mr. N. Rajkumar- DIN:00617000 (Independent Director) Chairman of the Committee CEO/CFO CERTIFICATION by Dr. V. Krishnamurthy Chief Executive Officer and Mrs. R. Gomathi Managing Director as required under SEBI (LODR) was placed before the Board at its meeting held on 30th May 2022.
Mr. K. Meyyanathan DIN:07845698-(Independent Director) Member of t he Committee from 20th May 2021.
The Committee met six times on 20th May 2021; 09th June 2021; 28th June 2021; 13th August 2021; 11 th November 2021 & 13th December 2021.
Stakeholders Relationship Comm ittee Mr. B. Ramachandran - DIN: 06397113 (Independent Director) Chairperson of the Committee till 9th June 2021 The Company has attended to the investors' complaints and redressed them within 15 days from the date of their receipt during the year 2021-2022. The Committee also approved share transfers / transmission/issue of duplicate shares etc.
Mr. A.N. Radhakrishnan- DIN: 01508867 (Non-Executive Director) Member of the Committee
Mr. N. Rajkumar- DIN:00617000 (Independent Director) Member of the Committee from 9th February 2021 to 20th May 2021 and from 9th June 2021-Member
Mr. K. Meyyanathan - DIN:07845698 (Independent Director) Chairman of the Committee from 9th June 2021.
The Committee met five time on 30th April 2021; 11th October 2021; 18th October 2021; 11th February 2022 & 30th March 2022

DECLARATION OF INDEPENDENCE:

All independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149 of the Companies Act 2013 whichhas been relied on by the Company and placed at the Board Meeting of the Company.

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act 2013 the Board ofDirectors has framed a policy which lays down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management of the company. The policy alsolays down the criteria for selection and appointment of Board Members. The RemunerationPolicy is available on the website of the company. The salient features of the policy aregiven below:

Nomination & remuneration policy:

In accordance with the Nomination and Remuneration Policy theNomination and Remuneration Committee has inter alia the following responsibilities:

1. The Committee shall formulate the criteria for determiningqualifications positive attributes and independence of a director.

2. The Committee shall identify persons who are qualified to becomeDirector and persons who may be appointed in Key Managerial and Senior Managementpositions in accordance with the criteria laid down in this policy.

3. Recommend to the Board appointment and removal of Director KMP andSenior Management Personnel.

4. The Board shall carry out evaluation of performance of everyDirector Managerial Person KMP and Senior Management Personnel at regular interval(yearly).

5. The remuneration/ compensation/ commission etc. to the ManagerialPerson KMP and Senior Management Personnel will be determined by the Committee andrecommended to the Board for approval. The remuneration/ compensation/ commission etc.shall be subject to the prior/ post approval of the shareholders of the Company andCentral Government wherever required.

6.Increments to the existing remuneration/ compensation structure maybe recommended by the Committee to the Board which should be within the slabs approved bythe Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of itsManagerial Personnel Chief Executive Officer Chief Financial Officer the CompanySecretary and any other employees for indemnifying them against any liability the premiumpaid on such insurance shall not be treated as part of the remuneration payable to anysuch personnel. Provided that if such person is proved to be guilty the premium paid onsuch insurance shall be treated as part of the remuneration.

8. The Non-Executive/ Independent Director may receive remuneration byway of fees for attending meetings of Board or Committee thereof provided that the amountof such fees shall not exceed ' One lakh per meeting of the Board or Committee or suchamount as may be prescribed by the Central Government from time to time.

9. Commission to Non-Executive/ Independent Directors may be paidwithin the monetary limit approved by shareholders subject to the limit not exceeding 1%of the net profits of the Company computed as per the applicable provisions of theCompanies Act 2013.

RISK MANAGEMENT:

The Company has in place a Risk Management Policy duly approved by theboard which is periodically reviewed by the management. The main objective of thecompany's Risk Management Policy is to ensure the effective identification andreporting of risk exposures involvement of all departments and employees in riskmanagement to ensure continuous growth of business and protect all the stakeholders ofthe Company.

The Audit Committee and Board of Directors consider the risk exposurebefore approving a strategic decisions taken by the Company. Further the Company hasstrong internal control system in place to identify the risks at any stage of thebusiness. This internal control system is further reviewed by the internal auditors of theCompany and a report is submitted to the Audit Committee. The Committee based on thereport of internal auditors advises on the necessary action to be taken in case of anydeviation from required standards.

AUDITORS:

M/S. MRC & Associates (FRN.004005S) Chartered AccountantsChennai-600 030 are the Statutory Auditors of the Company who were appointed at the 27thAnnual General Meeting held on 15th September 2017 to hold office until the conclusion of32nd Annual General Meeting. Consequently M/S. MRC & Associates (FRN.004005S)Chartered Accountants complete their first term of five consecutive years as the statutoryauditors of the company at the conclusion of 32nd Annual General Meeting of the company.Pursuant to Section 139(2) of the Act the company can appoint an auditors firm forconsecutive period of five years.

M/S. MRC & Associates (FRN.004005S) Chartered Accountants haveconsented to the said reappointment and confirmed that their reappointment if madewould be within the limits specified under Section 143(3)(g) of the Act. They have furtherconfirmed that they are not disqualified to be reappointed as statutory auditors in termsof the provisions of the Act and the provisions of the Companies (Audit and Auditors)Rules 2014 as amended from time to time.

The Audit Committee and the Board of Directors recommend thereappointment of M/S. MRC & Associates (FRN.004005S) Chartered Accountants asStatutory Auditors of the company from the conclusion of the 32nd AGM till the conclusionof 37th AGM to the members.

COST AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules2014 read with Companies (Cost Records and Audit) amendment rules 2014 the Company'sproduct does not fall under the purview of Cost Audit.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The report has been presented separately detailing the overall statusof economy industry and business of the Company in Annexure I.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made there under the Company has appointed Mr. T. Murugan Practising CompanySecretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor the year 2021-22 is included as "Annexure II" and forms an integral part ofthis Report. The Secretarial Audit Report was placed before the Board on 30th May 2022.There are no qualifications in the Secretarial Audit Report.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the CompaniesAct 2013 read with the Companies (Management and Administration) Rules 2014 isavailable on company's website and can be accessed at www.cmmh.in

RELATED PARTY TRANSACTIONS:

During the financial year 2021-22 your Company has entered intotransactions with related parties as defined under Section 2(76) of the Companies Act2013 read with Companies (Specification of Definitions Details) Rules 2014 which were inthe ordinary course of business and on arms' length basis and in accordance with theprovisions of the Companies Act 2013 Rules issued there under. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Disclosure in Form AOC-2 is attached (ANNEXURE-III).

The details of the related party transactions as required under IndianAccounting Standard - 24 are set out in Note to the standalone financial statementsforming part of this Annual Report.

LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to financialstatement.

VIGIL MECHANISM:

Your Company has in place Whistle Blower Policy approved by Board ofDirectors in compliance with provisions of Section 177 (10) of the Companies Act 2013.The policy provides a mechanism to the Directors and Employees to voice their concernsregarding irregularities in the Company in an effective manner. The mechanism provides foradequate safeguards against victimization of Directors and employees to avail themechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases.

The amended policy pursuant to SEBI (Prohibition of Insider Trading)(Amendment) Regulations 2018 effective from 1st April 2019 has been uploaded in thewebsite of the Company at www.cmmh.in.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee wereaccepted by the Board. Pursuant to Section 177(8) of the Companies Act 2013 theComposition of Audit Committee is given as under:

Mr. B. Ramachandran-DIN: 06397113 (Independent Director) Chairman ofthe Committee till 9th June 2021 Mr. K. Meyyanathan Independent Director Chairman from28th June 2021 Mrs. R. Gomathi-DIN:02900460 Member; Mr.N.Rajkumar-DIN:00617000 Membertill 20th May 2021 and from 9th June 2021. Company Secretary of the Company is theSecretary of the Committee.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during theperiod 2021-2022 within the meaning of Sections 73 and 74 of the Companies Act 2013 readtogether with the Companies (Acceptance of Deposits)Rules 2014.

INTERNAL COMPLAINTS COMMITTEE-SEXUAL HARASSMENT AT WORK PLACE:

The Company has in place an Anti Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The Internal Complaints Committee ("ICC") has been setup to redress the complaints received regarding sexual harassment. All employees arecovered under this policy. No Complaints were received during the year under review. ThePolicy is also available on our website at the link :www.cmmh.in.

INDEPENDENT DIRECTORS COMMITTEE:

The Company has in place Independent Directors Committee as requiredunder SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

CORPORATE GOVERNANCE:

As prescribed under the provisions of Regulation 15(2) of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 your Company does not fallunder the purview of complying with the provisions of Corporate Governance. During theyear your Company has informed the non-applicability provision to the Bombay StockExchange. Since the provision of Corporate Governance is not applicable for the entireFinancial Year 2021-22 a separate report of Corporate Governance is not disclosed in theAnnual Report 2021-22.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for theyear 2022-23 to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will beclosed with effect from 08th September 2022 to 14th September 2022 (both daysinclusive).

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directorsconfirm that:

In the preparation of the annual accounts for the financial year ended31st March 2022 the applicable accounting standards and Schedule III of the CompaniesAct 2013 have been followed and there are no material departures from the same;

The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of your Company as at 31st March 2022and of the statement of profit and loss of the Company for the financial year ended 31stMarch 2022;

Proper and sufficient care has been taken 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;

The annual accounts have been prepared on a 'going concern' basis;

Proper internal financial controls laid down by the Directors werefollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and Proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.

PERSONNEL:

None of the employees of the Company drew remuneration which in theaggregate exceeded the limits fixed under Section 134(3)(q) read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

RATIO OF REMUNERATION TO EACH DIRECTOR:

The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company and Directors is furnished hereunder:

(Rs. In lakhs)
S. No Name Designation Remuneration for FY 2021-22 Remuneration for FY 2020-21 Increase in remuneration from previous year Ratio / times per median of employee remuneration
1 A.N.Radhakrishnan Chairman & Managing Director(upto 11th November 2020) - 5.50 - 4.84:1 (2020-21)
2 R.Gomathi Managing Director(From 11th November 2020) 9.00 3.50 (from 11.11.2020) - 4.55:1
3 Dr.V.Krishnamurthy Chief Executive Officer 216.00 216.00 - 109.09:1
4 R.Deenadayalu Company Secretary 17.39 14.90 2.49 9.03:1
5 Dambaru Dhar Jena Chief Financial Officer 4.86 4.60 0.26 2.48:1
6 K. Meyyanathan Independent Director - - - -
7 N. Rajkumar 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 : Nil Company Secretary : 16.71% Chief Financial Officer : 5.65%
The percentage increase in the median remuneration of employees in the financial year 13.05%
The number of permanent employees on the rolls of company 234
The explanation on the relationship between average increase in remuneration and company performance The employees on an average received an annual increase of 5.13% based on the performance of the individuals and company.
Comparison of the remuneration of the key Managerial Personnel against the performance of the Company The remuneration payable to Key Managerial Personnel is in accordance with Industry Geographical Standards qualifications field experience experience of the individuals administrative qualities contribution made by them and as per the Remuneration Policy of the company.

Variations in the market capitalization of the company price earningsratio as at the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with the last public offer in case oflisted companies and in case of unlisted companies the variations in the net worth ofthe company as at the close of the current financial year and previous financial year

Particulars 31.03.2022 31.03.2021 change
Stock Price (in Rs.) 23.15 10.31 124.54%
Market Cap In Crores) 17.29 7.70 124.54%
EPS- 5.32 (1.67)
P/E 4.35 -

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information on conservation of energy technology absorption asstipulated under Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 is set out herewith as "Annexure[IV]" to this Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year the Company has not received any significant andmaterial orders passed by the Regulators or courts or tribunals which would affect thegoing concern status of the Company and its future operations.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-timesettlement with any Bank or Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPT CODE 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS ASAT THE END OF THE FINANCIAL YEAR:

There is no proceeding pending under the Insolvency and BankruptcyCode 2016.

REPORTING OF FRAUDS BY AUDITORS:

There is no fraud reported in the Company during the Financial Yearended 31st March 2022. This is also being supported by the report of the auditors of theCompany as no fraud has been reported in their audit report for the Financial Year ended31st March 2022.

INTERNAL FINANCIAL CONTROLS:

The Company has put in place an internal financial control based on theprocesses involved in the Company. There is involvement from both management andfunctional/business spruces owner with periodic meetings to discuss issues weaknessesand progress of the company's internal financial control program.

The internal audit conducted for every quarter further scrutinizes thefunctioning of various areas of operations and gives its observation to the AuditCommittee. Required action is taken based on the decision of the Audit Committee on theobservations by the internal auditor.

Various processes like procurement maintenance marketing accountingetc. are reviewed periodically both internally and by the internal auditors in a way whichis commensurate with size & complexity of operations of the Company.

The above process helps the company in taking precautionary measuresmaking the existing process more efficient bringing accuracy in accounting which enablesorderly conduct of the business.

PARTICULARS OF EMPLOYEES

The details of the employees falling within the provisions of section197 of the Companies Act 2013 read with Rule 5(2) and 5(3) of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

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

Sl.No. Name Rs. p.m.
1. Srinivasan G 53500/-
2. Sekar K 32000/-
3. Karthigai S 29500/-
4. Gunavathy K 29000/-
5. Rosline Leoni J 28920/-
6. Lissamma Jolly 28000/-
7. Mohan K 27500/-
8. Venkatesan G 27026/-
9. Manikandan.S 27000/-
10 Saravanan.S 26720/-

Disclosure pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 for the year ended 31stMarch 2022.

Name Designation and nature of duties Age (years) Qualification Experience (years) Last Employment & post held Date of commencement of employment Gross Remuneration (Rs. in Lakhs)
Dr.V. Krishnamurthy* Chief Executive Officer. 65 M.D. D.M. 41 Consultant Rheumatologist Apollo & Fortis Malar Hospital 01.01.2009 216.00 per annum
Overall Management of the Company
* Not a relative of any Director of the company. No. of Shares held : 1691 (0.02%)

DUES TO SMALL & MICRO ENTERPRISES

Dues outstanding more than ' 100000/- to Small and Micro IndustrialUnits: Nil SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetingsof the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Instituteof Company Secretaries of India and approved by the Central Government.

INDUSTRIAL RELATIONS:

Human Resource is an important asset for the Company and there iscordial relationship exist between the management and the employees across the Company.

During the year your Company conducted various activities for thebenefit of employees. An Awareness Program was organized for the employees. Many employeesparticipated in the awareness program. A general medical camp was organized for thebenefit of employees.

SOCIAL RESPONSIBILITY:

Your Company believes in importance of education in the growth ofindividuals and the economy as whole.

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility provisions are not applicable to yourcompany.

CAUTIONARY STATEMENT:

Shareholders and Readers are cautioned that in the case of data andinformation external to the Company no representation is made on its accuracy orcomprehensiveness though the same are based on sources believed to be reliable. Utmostcare has been taken to ensure that the opinions expressed by the management herein containits perceptions on the material impacts on the Company's operations but it is notexhaustive as they contain forward-looking statements which are extremely dynamic andincreasingly fraught with risk and uncertainties. Actual results performancesachievements or sequence of events may be materially different from the views expressedherein.

ACKNOWLEDGMENT:

Your Directors place on record their appreciation for the continuedsupport assistance and cooperation extended to the Company by Government of Tamil NaduGovernment of India Bankers and the Stakeholders. Your Directors also place on recordtheir appreciation for the dedicated and continued performance and commitment by the Staffmembers and Executives of the Company.

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