Your Directors have pleasure in presenting their twenty fifth report along with theAudited Financial Statements of the Company for the year ending March 31 2018
FINANCIAL & OPERATIONAL REVIEW:
(Rs in Lakhs)
|Financial Heads ||Year ended 31.03.2018 ||Year ended 31.03.2017 |
|1 Operating Income ||1381.82 ||1121.43 |
|2 Other Income ||14.09 ||33.38 |
|3. Profit Before Tax ||67.32 ||96.46 |
|4. Provision for Taxation (net) ||12.83 ||25.88 |
|5. Deferred Tax Provision ||(18.34) ||14.97 |
|6. Profit after Tax ||72.84 ||54.61 |
|7 Balance after taxation carried over to the Balance Sheet ||72.84 ||54.61 |
During the year under review the operational receipts of the company have increased toRs. 1381.82 Lakh from Rs. 1121.43 Lakh in the previous year registering growth of 19%.
The Hospital Project of the Company Is complete and operational. The Company hopes toincrease its operations in the current year.
EXTRACTS OF ANNUAL RETURN
An extracts of the Annual Return as at March 31 2018 in prescribed form MGT-9 formspart of this report as Annexure-S.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasreceived declaration of Independence from Its independent directors.
Since the paid up capital of the Company is less than Rs. 10 Crore and Net worth isless than Rs. 25 Crore the provisions of the Corporate Governance as stipulated underRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company. However your company has made every effort tocomply with the provisions of the Corporate Governance and to see that the interest of theshareholders and the Company are properly served.
MANAGEMENT DISCUSSION & ANALYSIS
A review of the performance of Company is provided in Ihe Management Discussion &Analysis section which is attached as Annexure-C in this Annual Report.
DIVIDEND & RESERVES:
Your Directors have not recommended any dividend for the Financial Year ended 31stMarch 2018 and have retained the earnings.
The Company proposes to transfer Rs 72.84 Lakh to reserve and surplus resulting intoaggregate reserve and surplus of Rs. 652.23 Lakh as against Rs. 579.39 Lakh retained inthe reserve and surplus during the preceding year.
The paid up equity capital as on March 31 2018 was Rs.409.84 Lakh. During the yearunder review the Company has neither issued shares with differential voting rights norgranted stock options and sweat equity.
The company is not having any subsidiary or associate company as on 31.03.2018.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act 2013 and to the best of theirknowledge and belief and according to the information and explanation provided to themyour Directors hereby confirm that:
(a) in preparation of the Financial Statements the applicable accounting standardshave been followed along with proper explanations relating to material departures if any;
(b) such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as on March 31 2018 and of the profit of the Companyfor period ended on that date;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for prevention and detection of fraud and otherIrregularities;
(d) the financial statements have been prepared on going concern basis;
(e) proper internal financial controls were in place and that financial controls wereadequate and were operating effectively; and
(f) the systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Composition of the Board during the year ended 31sl March 2013 is asunder:
|Director || |
Number of Board Meetings held during 2017-18
|Whether Attendance Last AGM |
|Held ||Attended || |
|Executive Directors || || || |
|Dr. V.S. Phull ||4 ||4 ||Yes |
|Non-Executive Directors || || || |
|Mrs. Shaiinl Shanma ||4 ||1 ||No |
|Mrs. Meenaakashi Elhence ||4 ||4 ||Yes |
|Non-Executive and Independent Directors || || || |
|Mr. Premjit S. Kashyap ||4 ||4 ||Yes |
|Mr. Abhimanyu Arora(Till 18.07.2017) ||4 ||1 ||No |
|Mr. Ashok Kumar Sinqh Chaudhary ||4 ||4 ||Yes |
In accordance with the provisions of Section 152 of The Companies Act 2013 MrsMeenakaashi Elhence Director of the Company is liable to retire by rotation in ensuingAnnual General Meeting and being eligible offer hersetf for re-appointment.
Your Directors recommend for her appointment/re-appointment.
On recommendation of Nomination and Remuneration Committee of the Board the Board ofDirectors Appointed Dr Seema Tyagi as additional director on the Board of the Company Inits meeting held on 29.08.2018
Dr. Seema Tyagi (DIN: 0133489) is a graduate (M.B.B.S.) from BJ Medical College Punein 1982. She is a Medical Practitioner since 1986. She has experience of more than 30years in the field of Medical services. Hence her appointment as Independent directorwill be beneficial for the business of the Company.
None of the Directors of your Company are disqualified as per provisions of section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Companies Act 2013.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than the sitting/committeefees for attending Board/Committees Meetings of the Company.
Pursuant to provisions of section 203 of the Companies Act 2013 the key managerialpersonnel of the Company are Dr. V.S. Phull Managing Director Mr. Pankaj Gupta CompanySecretary and Mr. Dhanendra Jain Chief Financial Officer.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasreceived declaration of independence from its independent directors.
NUMBER OF MEETING OF THE BOARD
During the year 2017-18 the Board of Directors met four times on 30.05.201711.08.2017 13.11.2017 and 14.02.2018. The intervening gap between the Meetings waswithin fhe period prescribed under the Companies Act 2013.
PERFORMANCE EVALUATION OF THE BOARD
During Ihe current financial year a formal Annual Evaluation process has been carriedout for evaluating the performance of the Board the Committees of the Board and theIndividual Directors including Chairperson
The performance of the board was evaluated by the board after seeking inputs from af!the directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning time-lines of Tow ofinformation etc.
The outcome of this performance evaluation was placed before Nomination andRemuneration Committee Independent Directors' Committee and the Board in their meetingsheld during the year. The review concluded by affirming that the Board as a whoie as wellas its Chairman all of its members individually and the Committees of the Boardcontinued to display commitment to good governance by ensuring a constant improvement ofprocesses and procedures and contributed their best in overall growth of the organization.
NOMINATION & REMUNERATION POLICY
In adherence to the provisions of Section 134 (3)(e) and 178 (1) & (3) of theCompanies Act 2013 the Board of Directors on the recommendation of the Nomination andRemuneration Committee approved a policy on Director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate Internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation effectiveness were observed.
Further the testing of such controls was also carried out independently by theInternal Auditors for the financial year 2017-18.
In the opinion of the Board the existing internal control framework is adequate andcommensurate with the size and nature of the business of the Company. The details inrespect of internal financial control and their adequacy are included in the managementdiscussion & analysis which forms part of this report.
AUDITORS AND AUDITORS REPORT
The Shareholders at the 2151 Annual General Meeting held on September 292014 had appointed M/s K.K. Jain & Co. Delhi Chartered Accountant (FRN: 002465N) Ihestatutory auditors of the company to hold the office until the conclusion of ensuingAnnual General Meeting subject to ratification of lhair appointment at every intermittentAGM. M/s K.K. Jain & Co. being eligible has expressed their willingness to continue asauditors of the Company and accordingly the ratification of their appointment isrecommended to the Shareholders.
There is no observation or qualification or adverse remark made in the Auditors' Reportread together with relevant notes thereon.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s Rahul Singhal & Associates Company Secretaries in practice as theSecretarial Auditor to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit is given in Annexure-A to this Report There are no qualificationsreservations or adverse remarks or disclaimers made by the Secretarial Auditors in theirreport.
The company is not required to appoint cost auditor as per Section 148 of the CompaniesAct 2013.
The provisions of section 148(1) do not apply to the company hence the Company is notrequired to maintain the cost records.
Your Company considers that risk is an integral part of its business and therefore ittakes proper steps to manage all risks in a proactive and efficient manner. The Companymanagement periodically assesses risks in the internal and external ervironrren: andincorporates suitable risk treatment processes In its strategy and business and operatingplans.
As required under Regulation 21 of the SE8I Listing Regulations (LODR) 2015Constitution of Risk Management Committee shall be applicable to top 100 listed Companiesby market capitalization as at the end of the immediate previous financial year As theCompany not falls under the category of top 100 listed Companies the Company is notrequired to constitute a Risk Management Committee.
The Company has a mechanism to identify assess monitor and mitigate various risks toits key business objectives. Major risks identified by the business and functions aresystematically addressed through mitigating actions on a continuing basis.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and future operations of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
As the Company does not fail under any of the threshold limits given under section 135of the Companies Act 2013 the provisions of Corporate Social Responsibility are notapplicable to the Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. There is no materialcontract or arrangement in accordance with the requirements of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Hence requirement of furnishingparticulars of contracts or arrangements entered into by the Company with related partiesreferred in Section 188(1) of the Companies Act 2013 in Form AOC-2 is considered to benot applicable to the Company
There are no material Related Party Transactions during the year under review thatrequire approval of the shareholders through special resolution. The Board of Directorsand the Audit Committee have approved all other related party transactions.
There are no malerially significant related party transactions with the PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's websitewww.dirl.nrdin
DISCLOSURES Committees of the Board
During the year in accordance with the Companies Act 2013 the Boardre-constituted/re-named some of its Committees and presently the Company has the followingCommittees:
i. Audit Committee
|Director ||Category ||No. of meetings held ||No. of meetings attended |
|Mr. P.S. Kashyap ||Chairman ||4 ||4 |
|Mr. Abhimanyu Arora* ||Member ||4 ||NIL |
|Dr. V. S. Phull ||Member ||4 ||3 |
|Mr. Ashok Kumar Singh Chaudhary ||Member ||4 ||4 |
*Mr. Abhimanyu Arora remained the member of Audit Committee till 17.07.2017 after whichthe composition of Audit Committee changed due to the demise of Mr. Abhimanyu Arora on18/07/2017.
The composition functions and procedures of the Audit Committee are in conformity withthe requirements of Section 177 of the Companies Act 2013. The Audit Committee met 4times in the year under review -30.05.201711.08.201713.11.2017 and 14.02.2018. Duringthe year under review the Board accepted all the recommendations made by the AuditCommittee of the Board.
ii. Nomination and Remuneration Committee
|Director ||Category ||No. of meetings held ||No. of meetings attended |
|Mr. Ashok Kumar Singh Chaudhary ||Chairperson ||1 ||1 |
|Mr. Prem]it S. Kashyap ||Member ||1 ||1 |
|Mrs. Meenaakashi Elhence ||Member ||1 ||1 |
iii. Stakeholders Relationship Committee
|Director ||Category ||No. of meetings held ||No. of meetinqs attended |
|Ms. Shalini Sharma ||Member ||4 ||4 |
|Mr Premjit S. Kashyap ||Chairperson ||4 ||4 |
|Mrs. Meenaakashi Elhence ||Member ||4 ||4 |
The Company has a vigil mechanism pursuant to which a Whistle Blower Policy has beenadopted and the same is hosted on the Company's websitewww.djri.org.in . It providesopportunities to the directors and employees to report in good faith to the managementabout the unethical and improper practices fraud or violation of Company's Code ofConduct. The vigil mechanism under the Policy also provides for adequate safeguard againstvictimization of employees and Directors who use such mechanism and makes provision fordirect access to the Chairperson of the Audit Committee in exceptional cases. The Companyaffirms that none of the personnel of the Company has been denied access to the AuditCommittee.
During the year under review the Company has not accepted or renewed any deposits fromthe public within the meaning of section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNING AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings & outgo as stipulated under Section 134(3)(m) ot the Companies Act 2013 readwith Companies (Accounts) Rules 2014 is as follows:
a) Conservation of Energy
(i) the steps taken or impact on conservation of energy: Regular efforts are made toconserve the energy through various means such as use of low energy consuming lightingsetc.
(ii) the steps taken by the Company for using alternate sources of energy: Since yourCompany Is not an energy intensive unit utilization of alternate source of energy may notbe feasible.
(iii) Capital investment on energy conservation equipment: Nil
b) Technology Absorption
Your Company is not engaged in any kind of manufacturing activities therefore there isno specific information to be furnished in this regard. There was no expenditure onResearch and Development during the period under review.
c) Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo are given below:
Total Foreign Exchange earned: Nil Total Foreign Exchange used: NIL
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the financial year 2017-18 the company has neither made any investment norgiven any loans or guarantees covered under the provisions of section 186 of the CompaniesAct 2013.
PERSONNEL RELATIONS :
The Company considers human capital as a critical asset and success factor for smoothorganizational work flow. Your directors hereby place on record their appreciation for theservices rendered by the executives staff and workers of the Company for their hard workdedication and commitment. During the year under review relations between the employeesand foe management continued to remain cordial.
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 provided vide Annexure-D attached.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ('the Rules)the dividendwhich remains unclaimed / unpaid for a period of seven years from the date of transfer tothe unpaid dividend account are required to be transferred to the Investor Education andProtection Fund ("IEPF') established by the Central Government and no claim shall lieagainst the Company once such unpaid / unclaimed amounts are transferred by the Company.Further according to the Rules the underlying shares in respect of which dividend has otbeen claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account created by the IEPF Authority .The unclaimed I unpaiddividend amount pertaining to the a period of more than seven years from the date ofdeclaration will be transferred to IEPF during FY18- 19. Further the corresponding shareswill be transferred as per the requirements of iEPF rules details of which are providedon our website www.diri.orq.j n
LISTING ON STOCK EXCHANGE:
The company's securities are listed on The Bombay Stock Exchange Mumbai. The companyhas paid the listing fee for foe stock exchanges for the financial year 2017-18 and hascomplied with all the requirements of foe listing Regulations.
DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place the policy on Anti Sexual Harassment. The Company undertakesongoing trainings to create awareness on this policy. There were no instances of SexualHarassment that were reported during the period under review.
The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute "forward looking statements1' within the meaning of applicablelaws and regulations. Actual results might differ materially from those either expressedor implied in the statement depending on the circumstances.
Your Directors would like to place on record their sincere appreciation for thecontinued co-operation and contribution made by its management and employees that haveenabled the Company to achieve impressive growth. Your Directors acknowledge with thanksthe co-operation and assistance received from various agencies of the Central and StateGovernments Financial institutions and Banks Shareholders and all other businessassociates. Further the Board places on record their thanks to the patients for theconfidence reposed by them in the company and their appreciation for the services.
By Order of the Board of Directors
|Sd/- ||Sd/- |
|(Dr. V. S. Phull) ||(Mr. Premjit Singh Kashyap) |
|Managing Director ||Director |
|(DIN : 0617947) ||(DIN : 01664811) |
|Place: Meerut || |
|Date:29.08.2018 || |