The Members of DOLPHIN MEDICAL SERVICES LIMITED
Your Directors hereby present the 27th Annual Report and Accounts of theCompany for the year ended 31st March 2019.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
The performance during the period ended 31stMarch 2019 has been as under:
|Particulars ||2018-2019 ||2017-2018 |
|Total Income ||1190200 ||2456600 |
|Total Expenditure ||11465613 ||5804052 |
|Profit /(Loss) Before Tax ||-10275413 ||-3347452 |
|Provision for Deferred Tax ||-225194 ||-368140 |
|Profit/(Loss) after Tax ||-10050219 ||-2979312 |
2. REVIEW OF OPERATIONS:
During the year under review the Company has recorded an income of Rs.1190200/- andthe loss of Rs.10050219/ - as against the income of Rs.2456600/- and reported loss ofRs.2979312/-in the previous financial year ending 31.03.2018.
3. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
No material changes and commitments which could affect the Company's financial positionhave occurred between the ends of the financial year of the Company.
4. CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change innature of Business.
5. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.
6. TRANSFER TO RESERVES:
The company has not transferred any amount to reserves for the year.
Dividend was not declared during the year by the company to its shareholders.
8. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review
9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.
10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe company on materiality of related party transactions.
12. BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met Seven (7) times on 30.05.2018 14.08.2018 04.09.201814.11.2018 06.12.2018 29.12.2018 and 13.02.2019 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.
13. CORPORATE GOVERNANCE:
The Company is committed to good corporate governance in line with the ListingAgreement (up to 30th November 2015) and Schedule V of Listing Regulations(with effect from 1st December 2015) and Provisions Rules and Regulations ofthe Companies Act 2013. The Company is in compliance with the provisions on corporategovernance specified in the Listing Agreement with BSE. The company provides a separatesection in the Annual Report titled "Report on Corporate Governance" along withthe Auditors' Certificate on Corporate Governance as stipulated under Regulation 34 readwith Schedule V of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. Enclosed as a part of this Annual Report.
14. 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 enclosed as a part of this Annual Report.
15. BOARD OF DIRECTORS:
Reappointment of Mrs. Madala Sesha Ratnam (DIN 08005008) as Director:
As per the provisions of the Companies Act 2013 Mrs. Madala Sesha Ratnam (DIN08005008) who retires by rotation being eligible offers herself for re-appointment
Reappointment of Mr. Narendra Seena Karkera (DIN 01916929) Mr. Vinay Vishnuraj Nayak(DIN: 01979345) and Dr. K. Ramana Kumar (DIN 0754148) as Independent directors:
The Board recommends the re-appointment of Mr. Narendra Seena Karkera Mr. VinayVishnuraj Nayak and Dr. K. Ramana Kumar as Independent Directors of the Company in theensuing Annual General Meeting for a second term of 5 consecutive years not liable toretire by rotation.
16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from the independent directors of the company tothe effect that they are meeting the criteria of independence as provided in Sub-section(6) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Enclosed as a part of thisAnnual Report.
17. DIRECTOR'S RESPONSIBILITY STATEMENT:
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 along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of the State of Affairs of the company at the end of the financial year and of theprofit and loss of the company for that period.
c) The Directors had taken proper and enough 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 annual accounts on a going concern basis; and
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 provisions ofall applicable laws and that such systems were adequate and operating effectively.
18.INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES/ ASSOCIATES:
The Company does not have any subsidiaries/associates.
19. STATUTORY AUDITORS:
At the Annual General Meeting held on December 29 2017 M/s. Pinnamaneni & CoChartered Accountants (Firm Reg. No: 002661S) were appointed as Statutory Auditors of theCompany to hold office for a period of Five years i.e. till the conclusion of the AnnualGeneral Meeting to be held in the calendar year 2022. In terms of the first provision toSection 139 of the Companies Act 2013 the appointment of the auditors shall be placed forratification at every Annual General Meeting. Accordingly the said appointment of M/s.Pinnamaneni & Co Chartered Accountants as statutory auditors of the Company isplaced for ratification by the Shareholders. In this regard the Company has received acertificate from the auditors to the effect that if their appointment is ratified itwould be in accordance with the provisions of Section 141 of the Act. The Auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.
20. INTERNAL AUDITORS:
In pursuance of Section 138 of the Companies Act 2013 read with rules made thereunder the Board has appointed Smt. M. Lakshmi Sudha CFO of the Company as InternalAuditors of the Company to carry out internal auditing of books of accounts periodically.
21. SECRETARIAL AUDITORS:
The Board had appointed Mr. Bharatiraju Vegiraju Practicing Company SecretaryHyderabad having membership No: F-8300 CP No: 14926 to conduct Secretarial Audit for thefinancial year 2018-19 pursuant to the provisions of Section 204 of the Companies Act2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report in Form MR - 3 for the financial year 2018-19 is enclosedherewith in this Report.
22. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 312019 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges that may occur in theindustry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and noted is at the same thatthe company has not appointed Company Secretary during the year but the company is takingnecessary measures to appoint the same at the earliest.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the company does not has the net worth of Rs.500 Crores or more or turnover ofRs.1000 Crores or more a net profit of Rs.5 Crores or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
24. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has framed the following policies which are available on Company'swebsite i.e. www.dolphinmedicalservices.com
Board Diversity Policy
Policy on preservation of Documents
Risk Management Policy
Whistle Blower Policy
Familiarisation programme for Independent Directors
Related Party Policy
Code of Conduct
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: Rs.NIL
Foreign Exchange Outgo: Rs.NIL
The properties and assets of your Company are not insured.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans or Guarantees during the year under review.
28. CREDIT & GUARANTEE FACILITIES:
The company has not given loans or Guarantees during the year under review
29. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to the Company.
30. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies(Appointment & Remuneration) Rules 2014 no remuneration has been paid toany of the Directors of the Company for the financial year 2018-19.
31. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
32. Director/CFO CERTIFICATION:
The Director and CFO certification of the financial statements for the year 2018-19 isprovided elsewhere in this Annual Report.
33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresare not required.
34. SECRETARIAL STANDARDS:
The company is compliant with Secretarial Standards issued by The Institute of CompanySecretaries of India on Meetings of the Board of Directors and General Meetings.
35. EVENT BASED DISCLOSURES:
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: The Company has not issued any sweat equity sharesduring the year under review and hence no information as per provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.
2. Issue of shares with differential rights: The Company has not issued any shares withdifferential rights and hence no information as per provisions of Section 43(a)(ii) of theAct read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014.
3. Issue of shares under employee's stock option scheme: The Company has not issued anyequity shares under Employees Stock Option Scheme during the year under review and henceno information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) ofthe Companies (Share Capital and Debenture) Rules 2014.
4. Non- Exercising of voting rights: During the year under review there were noinstances of non-exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) ofCompanies (Share Capital and Debentures) Rules 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: The Company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The Company did not buy-back any shares during the period underreview.
7. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.
36. EMPLOYEE RELATIONS AND REMUNERATION:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule 5 of Companies(Appointment & Remuneration of ManagerialPersonnel) Rules 2014.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. Internal Complaint Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under this policy. The following isthe summary of sexual harassment complaints received and disposed during the calendaryear.
No. of complaints received: Nil
No. of complaints disposed of: Nil
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions other statutory authorities like SEBI ROC StockExchanges NSDL CDSL etc and shareholders of the Company for their continued support forthe growth of the Company.
| ||for on behalf of the Board |
| ||for DOLPHIN MEDICAL SERVICES LIMITED |
|Place: Hyderabad ||Sd/- ||Sd/- |
|Date : 29.08.2019 ||Nanapaneni Buddha Sagar ||Dr. K. Ramana Kumar |
| ||Director ||Director |