The Members of
Deccan Health Care Limited
Your Directors have pleasure in presenting their Twenty Third Annual Report on thebusiness and operations of the Company and the Audited Financial Statements for thefinancial year ended March 31 2019.
Financial Summary or Highlights/Performance
| || |
(Rs. in Lakhs except EPS)
|Particulars ||For the Year ended 31st March 2019 ||For the Year ended 31st March 2018 |
|Revenue from Operations ||4424.79 ||3782.73 |
|Other Income ||8.40 ||206.92 |
|Total Revenue ||4433.19 ||3989.65 |
|Expenses: || || |
|Cost of Material Consumed ||1935.48 ||1571.63 |
|Changes in Inventories of Finished Goods and Work-in-Progress ||(421.48) ||(372.71) |
|Employee Benefit Expenses ||409.22 ||440.94 |
|Other Expenses ||821.08 ||737.50 |
|Finance Cost ||103.57 ||149.76 |
|Depreciation and Amortization Expenses ||128.64 ||128.05 |
|Total Expenses ||2976.51 ||2655.17 |
|Profit / (Loss) Before Tax ||1456.68 ||1334.48 |
|Tax Expenses : || || |
|Provision for Income Tax (MAT) ||313.97 ||162.87 |
|Less : MAT Credit Entitlement ||(313.97) ||(162.87) |
|Deferred Tax ||8.63 ||(1.50) |
|Profit / (Loss) for the period ||1448.05 ||1335.98 |
|Earnings Per Share : || || |
|Basic ||10.29 ||10.26 |
|Diluted ||10.29 ||10.26 |
State of Company Affairs
The Financial Year 2018-19 has been an important year for the Company. The revenueincreased to Rs. 4433.19 Lakhs as compared to the previous year of Rs 3989.66 Lakhs anincrease of 11%. The Net Profit for the year is of Rs. 1448.05 Lakhs as compared toprevious year of Rs. 1335.98 Lakhs which is an increase of 8.39%.
The Management Discussion and Analysis Report given in Annexure "A" forms apart of this Report and covers amongst other matters the detailed performance of theCompany in the Financial Year 2018-19.
Your Directors have not recommended any divided for the financial year under review.
During period under review there was no amount transferred to General Reserves.
Initial Public Offer
During the financial year the Company made an Initial Public Offer (IPO) of 4212000Equity Shares of face value of Rs. 10 each for cash at a price of Rs. 100 per Equity Share(including a share premium of Rs. 90 per equity share) aggregating to Rs. 4212 Lakhs.
The Offer comprised of a fresh issue of 2012000 Equity Shares aggregating to Rs.2012 Lakhs and an Offer for Sale of 2000000 Equity Shares aggregating to Rs. 2000Lakhs.
Post IPO the number of Equity Shares of the Company was increased from 13501430Equity Shares of Rs. 10/- each to 15713430 Equity Shares of Rs. 10/- each.
Directors and Key Managerial Personnel
Pursuant to Section 196 197 and 203 read with other applicable provisions and ScheduleV of the Companies Act 2013 and the provisions of the Article of Association the Companyat the Meeting of the Board of Directors held on 5th August 2018 changed the designationof Dr. Minto P. Gupta from Chairman and Managing Director to Managing Director w.e.f. 5thAugust 2018.
Simultaneously there was a change in the category of Mr. Yazdi Jal Batliwala from anIndependent Director of the Company to a Non-Executive Chairman of the Company w.e.f. 5thAugust 2018.
Pursuant to Section 149 (10) of the Act read along with the Rules framed thereunderthe Members had at the 22nd Annual General Meeting (AGM) of the Company held on 20thSeptember 2018 approved the appointment of Independent Directors (viz Mr. Narendra Singhand Mrs. Savita Bhutani). Necessary Resolutions relating to the re-appointment of theabove mentioned Independent Directors is included in the Notice of the AGM.
The other Directors in the Board are as follows :
|A. Mrs. Meenakshi Gupta ||- Whole Time Director |
|B. Mr. Hitesh Mohanbhai Patel - ||Non- executive; Non-Independent Director |
Resolutions relating to the Director who is seeking re-appointment is included in theNotice of the AGM.
As on date Mr. Minto P. Gupta Managing Director Mr. Uttam Kumar Singh ChiefFinancial Officer and Ms. Sreya Mitra Company Secretary & Compliance Officer are theKey Managerial Personnel of the Company.
Details about Subsidiaries Joint Ventures or Associate Companies
The Company does not have any subsidiaries joint ventures or associate companiesduring the year under the review. Hence the company does not make any disclosures in formAOC-1 as per the requirements of the Companies Act 2013 and rules made thereunder.
Details about Related Party Transactions
During the period under review the following is the related party transactions asdefined under Section 188 of the Companies Act 2013 and rules framed thereunder and samewere provided in Form AOC-2 - Annexure "B".
Directors and KMP Remuneration
| ||(Rs. in Lakhs) |
|Minto P. Gupta MD ||: Rs.77.73/- |
|Meenakshi Gupta WTD ||: Rs.29.00/- |
|Uttam Kumar Singh CFO ||: Rs.11.69/- |
|Sitting Fees || |
|Yezdi Jal Batliwala ||: Rs. 0.50/- |
|Narendra Singh ||: Rs. 0.50/- |
|Savita Bhutani ||: Rs. 1.00/- |
Details about Loans Guarantee & Investment Under Section 186
During the year under review the Company has complied with the provisions of theSection 186 of the Companies Act 2013 and rules made thereunder.
Extract of Annual Return U/S 92 (3) in Mgt-9
As per the provisions of Section 92(3) of the Companies Act 2013 ('the Act') read withRule 12(1) of the Companies (Management and Administration) Rules 2014 the extract ofthe Annual Return in Form MGT-9 is given in Annexure "C" forming part of thisreport.
Internal Control System
The Board has procedures for ensuring orderly and efficient conduct of its businessincluding adherence to the company's policies the safeguarding of its assets preventionand detection of fraud error reporting mechanisms the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
The Company believes that quality of its employees is the key to success in long run.The Company continues to have cordial relations with its employees.
Corporate Social Responsibility (CSR)
The Company takes its social responsibility very seriously and supports the report ofgoverning bodies. This report interprets social responsibility and healthcare delivery asboth "passive" and "active" in how to manage internal operations andthe impact of activities on the community and environment.
At Deccan Health Care we engage in "passive" social responsibilities bycomplying with regulatory requirements and general ethical standards such as:
respecting human rights;
non- discriminatory work practices;
protecting privacy rights that improve society;
having environmental policies and practices that protect our society andenvironment
We are also committed to "active" social responsibilities that go beyondlegal obligations and general ethical standards. We actively pursue the interests andvalues of individuals and the local and global community and environment. These 'moralobligations' include: actively promoting preventive health education programmes designedto improve the health and quality of life of residents; introducing best practiceenvironmental management.
These all contribute to the common good of people in the workplace the community andthe environment.
Our commitment to diversity and anti-discrimination policies is reflected in theprofile of our employees. We have an anti-discrimination policy in place to ensure thatthere is no discrimination or harassment of any person employed or seeking employment onthe basis of their race colour religion gender age or nationality. In addition ourworkforce is nearly equally split between female and male employees. We believe that thiswidespread cultural and balanced gender mix is testament to our outlook of globalexpansion.
The Company recognizes the importance and our responsibility of environmentalstewardship. Reflecting our role in the sustainable management of India's environment weare committed to conducting our work in an environmentally responsible way. We operate incompliance with all relevant environmental legislation and we continue to strive to usepollution prevention and environmental best practices in the workplace to minimise ourpotential impact on the environment.
The Company has well framed the CSR policy for its effective implementation in theCompany and the reporting in respect of the Corporate Social Responsibility is as wellannexed to the Board Report for your reference as Annexure "D"
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
A. ENERGY CONSERVATION
Deccan Health Care Limited has always been a frontrunner in continually improving itsoperational performance in all areas like productivity yield utilization and a host ofother operating metrics while reducing the consumption of fuel power stores and others.This is done by adopting an approach of continual improvement of process metrics acrossall energy consuming facilities.
The Company is continuously putting its efforts to improve Energy Management by way ofmonitoring energy related parameters on regular basis.
The Company is committed to transform energy conservation into a strategic businessgoal fully along with the technological sustainable development of Energy ManagementSystem. It is putting best endeavor to reduce energy consumption in its operations andactivities.
To achieve above objectives the following steps are being undertaken by the Company:-
Continuously monitoring the energy parameters such as maximum demand powerfactor load factor on regular basis;
Continuously replacing the inefficient equipment's with latest energy efficienttechnology & upgradation of equipment's continually;
Increasing the awareness of energy saving within the organization to avoid thewastage of energy;
To enhance utilization of Renewable Energy Resources;
Exploring the feasibility of utilization of Solar Power at plant locationswherever possible;
B. RESEARCH AND DEVELOPMENT (R& D)
Research Technology and innovation continue to be one of the key focus area to drivegrowth. In addition to developing new design pattern and styles of Company's product italso works on building new capabilities. To support this Company avails services ofqualified and experienced professionals / consultants.
C. TECHNOLOGY ABSORPTION
The Company develops in-house Technology and is not dependent on any outsideTechnology/Source.
D. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the financial year under review there was no foreign exchange earnings and outgo.
Any gains or loss arising on account of exchange difference either on settlement or ontransactions is accounted for in the Statement of Profit & Loss.
a) Statutory Auditor
In the Extra Ordinary General Meeting (EGM) held on 5th October 2019 M/s. Keyur Shah& Co. Chartered Accountants (FRN : 141173W) were appointed as the StatutoryAuditors of the Company to fill the casual vacancy caused due to the resignation of M/sSLR & Associates Chartered Accountants Hyderabad and to hold office as the StatutoryAuditors of the Company from the conclusion of the EGM until the conclusion of the ensuingAnnual General Meeting
A resolution seeking their re-appointment as the Statutory auditors of the Companyforms part of the Notice convening the 23rd Annual General Meeting and the same isrecommended for your consideration and approval. They have under Section 139(1) of the Actand the Rules framed there under furnished a certificate of their eligibility and consentfor their re-appointment.
Further the report of the Statutory Auditors along with notes is enclosed to thisreport. The remarks in the Report are already explained in the Notes to Accounts and assuch does not call for any further explanation or elucidation.
b) Secretarial Audit
In terms of Regulation 15 (2) of SEBI (Listing Obligation and Disclosures Requirement)Regulations 2015 the provisions of Section 24A is not applicable for our Company beinglisted on BSE SME Exchange.
During the year under review Eight (8) Board Meetings were held the dates being 30thJune 2018 30th July 2018 5th August 2018 1st October 2018 24th December 201826th December 2018 31st January 2019 and 26th March 2019.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
During the year under review the Board of Directors of your Company had constitutedand re-constituted various Committees and approved the terms of reference / role incompliance with the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 viz. Following are the Committees of Board and its Members as at the financial yearend date i.e. 31-03-2018.
|Committees ||Name of Director ||Designation |
|1. Audit Committee ||Narendra Singh ||Chairman |
| ||Hitesh Patel ||Member |
| ||Savita Bhutani ||Member |
|2. Stakeholder Relationship ||Narendra Singh ||Chairman |
|Committee ||Savita Bhutani ||Member |
| ||Hitesh Patel ||Member |
|3. Nomination & Remuneration ||Savita Bhutani ||Chairman |
|Committee ||Narendra Singh ||Member |
| ||Hitesh Patel ||Member |
|4. Corporate Social ||Minto Purshotam Gupta ||Chairman |
|Responsibility ||Hitesh Patel ||Member |
| ||Yezdi Jal Batliwala ||Member |
Company Secretary will be the Secretary to all the above four constituted Committees.
All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference / role of the Committees are taken by the Board of Directors.
Disclosure as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:
The Company has zero tolerance towards sexual harassment at the workplace and has setup Internal Complaints Committee (ICC) for prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.During the year 2018-19 the Company has not received any complaint of sexual harassment.
During the Financial Year there was no credit rating being obtained by the Company.
The Company has not accepted any deposits from the public/members under section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rule 2014 duringthe year.
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 statements in terms ofSection 134 (5) of the Companies Act 2013;
(a) That in the preparation of the annual accounts the applicable accounting standardsread with requirements set out under Schedule III to the Companies Act 2013 have beenfollowed along with proper explanation relating to material departures;
(b) That such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at March 31 2019 and of the profit of the Company for the year ended on thatdate;
(c) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis;
(e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(f) That systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
Declaration by Independent Directors
Mr. Narendra Singh and Mrs. Savita Bhutani are the Independent Directors on the Boardof your Company. In the opinion of the Board and as confirmed by these Directors theyfulfils the conditions specified in Section 149(6) of the Act and the Rules madethereunder about their status as Independent Directors of the Company.
In compliance with the Companies Act 2013 and the Listing Regulations the Board hascarried out the annual performance evaluation of the Directors individually as well asevaluation of the working of the Board and the committees of the Board by way ofindividual and collective feedback from the Directors. The following were the EvaluationCriteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties Role and functions
(b) For Executive Director:
- Performance as Team Leader/Member
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key Set Goals and Achievements
- Professional Conduct and Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
Significant and Material Orders passed by the Regulators or Courts or Tribunalsimpacting the Going Concern Status of the Company:
There has been no significant and material Order passed by the Regulators or Courts orTribunals impacting the going concern status of the Company's operations.
The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and Employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism.
As per our green initiative the electronic copies of this Annual Report including theNotice of the AGM are sent to all members whose e-mail addresses are registered with theCompany. For Members who have not registered their e-mail addresses physical copies ofthis Annual Report including the Notice are being sent by permitted mode.
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all level towards the continued growth and prosperity of your company.Your Directors also wish to place on record their sincere thanks to the Banks and variousGovernment Authorities for the support and co-operation extended to the Company. YourDirectors are especially grateful to the shareholders for reposing their trust andconfidence in the Company.
| ||By order of the Board of Directors |
| ||For DECCAN HEALTH CARE LIMITED |
|Place: Mumbai ||DR. MINTO P. GUPTA |
|Date: 30.05.2019 ||Managing Director (DIN 00843784) |
| ||HITESH PATEL |
| ||Director (DIN 02080625) |