The Members of DOLPHIN MEDICAL SERVICES LIMITED
Your Directors hereby present the 29th Annual Report and Accounts ofthe Company for the year ended 31st March 2021.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
The performance during the period ended 31st March 2021 has been asunder:
(Amount in Rs.)
|PARTICULARS ||2020-2021 ||2019-2020 |
|Total Income ||4731000 ||1822250 |
|Other Income ||55518796 ||473000 |
|Total Expenditure ||63206744 ||5937829 |
|Profit /(Loss) Before Tax ||(2956948) ||(3642579) |
|Provision for Deferred Tax ||165431 ||208693 |
|Profit/(Loss) after Tax ||(3122379) ||(3851272) |
2. REVIEW OF OPERATIONS:
During the year under review the Company has recorded an income ofRs.4731000/- and the loss of Rs.3122379/- as against the income of Rs.1822250/- andreported loss of Rs.3851272/-in the previous financial year ending 31.03.2020.
3. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
No material changes and commitments which could affect the Company'sfinancial position have 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 wasno change in nature of Business.
5. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 during the financial 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 itsshareholders.
8. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year underreview
9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls. The Company maintains appropriatesystem of internal 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 whichcan have impact on 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 anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transactions.
12. BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met Seven (7) times on 26.06.202003.09.2020 09.09.2020 11.11.2020 02.12.2020 03.02.2021 and 10.02.2021 respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedin the Minutes Book maintained for the purpose.
13. CORPORATE GOVERNANCE:
The Company is committed to good corporate governance in line with theListing Agreement (up to 30th November 2015) and Schedule V of Listing Regulations (witheffect from 1st December 2015) and Provisions Rules and Regulations of the Companies Act2013. The Company is in compliance with the provisions on corporate governance specifiedin the Listing Agreement with BSE. The company provides a separate section in the AnnualReport titled "Report on Corporate Governance" along with the Auditors'Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule Vof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. Enclosed as a part of this Annual Report.
14. EXTRACTOFANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in MGT 9 enclosed as a part of this Annual Report.
15. BOARD OF DIRECTORS:
During the year 2020-21 Mr. Turlapati Seshu Kumar (DIN: 07912653) andMrs. Turlapati Padmasri (DIN: 07994224) have resigned from the Board.
Dr. Ramana Kumar Kovi (DIN: 00754148) and Mrs. Madala Sesha Ratnam(DIN: 08005008) have resigned from the Board and their resignations were approved in theBoard Meeting held on 12.11.2021.
Mr. Dwarakanath Madala (DIN: 00661146) was appointed as an AdditionalDirector (Non Executive Independent Director) in the Board Meeting held on 12.11.2021
16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from the independent directors ofthe company to the effect that they are meeting the criteria of independence as providedin Sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Enclosed as a part ofthis Annual Report.
17. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 theDirectors hereby confirm that:
a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent to give atrue and fair view of the State of Affairs of the company at the end of the financial yearand of the profit and loss of the company for that period.
c) The Directors had taken proper and enough care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
d) The Directors had prepared the annual accounts on a going concernbasis; and
e) The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OFTHE 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 & Co Chartered Accountants (Firm Reg. No: 002661S) were appointed asStatutory Auditors of the Company to hold office for a period of Five years i.e. till theconclusion of the Annual General Meeting to be held in the calendar year 2022. Therequirement to place the matter relating to appointment of auditors for ratification bymembers at every AGM has been done away by the Companies (Amendment) Act 2017 with effectfrom May 7 2018.
20. INTERNAL AUDITORS:
In pursuance of Section 138 of the Companies Act 2013 read with rulesmade there under the Board has appointed Smt. M. Lakshmi Sudha CFO of the Company asInternal Auditors of the Company to carry out internal auditing of books of accountsperiodically.
21. SECRETARIAL AUDITORS:
The Board had appointed Mr. Bharatiraju Vegiraju Practicing CompanySecretary having membership No: F-8300 CP No: 14926 to conduct Secretarial Audit for thefinancial year 2020-21 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 2020-21 is enclosedherewith in this Report.
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on theAccounts for the year ended March 312021 and has noted that the same does not have anyreservation qualification or adverse remarks. However the Board decided to furtherstrengthen the existing system and procedures to meet all kinds of challenges that mayoccur in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on theCompliances according to the provisions of section 204 of the Companies Act 2013 and notedis at the same that the company has not appointed Company Secretary during the year butthe company is taking necessary measures to appoint the same at the earliest and thecompany has not published its quarterly and annual accounts in newspaper with nationalcirculation. The company will take necessary measures to follow the applicable rules.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the company does not has the net worth of Rs.500 Crores or moreor turnover of Rs.1000 Crores or more a net profit of Rs.5 Crores or more during thefinancial year section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility is not applicable and hence the Company need not adopt any Corporate SocialResponsibility Policy.
24. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015:
In compliance with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has framed the following policies which areavailable on Company's website 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 EXCHANGEEARNINGS AND OUTGO:
The required information as per Sec.134 of the Companies Act 2013 isprovided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measureshave been taken to conserve energy wherever possible by using energy efficient computersand purchase of energy 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 or made investmentsduring the year under review.
28. CREDIT & GUARANTEE FACILITIES:
The company has not given loans or Guarantees during the year underreview.
29. DISCLOSURE ABOUT COSTAUDIT:
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 the Companies(Appointment & Remuneration) Rules 2014 no remunerationhas been paid to any of the Directors of the Company for the financial year 2020-21.
31. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent/Non-Executive Directors has any pecuniaryrelationship or transactions with the Company which in the Judgment of the Board mayaffect the independence of the Directors.
32. Director/CFO CERTIFICATION:
The Director and CFO certification of the financial statements for theyear 2020-21 is provided elsewhere in this Annual Report.
33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWSGOVERNING THE COMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industrybased disclosures is not required.
34. SECRETARIAL STANDARDS:
The company is compliant with Secretarial Standards issued by TheInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings.
35. EVENT BASED DISCLOSURES:
During the year under review the Company has not taken up any of thefollowing activities:
1. Issue of sweat equity share: The Company has not issued any sweatequity shares during the year under review and hence no information as per provisions ofSection 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014.
2. Issue of shares with differential rights: The Company has not issuedany shares with differential rights and hence no information as per provisions of Section43(a)(ii) of the Act 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 Companyhas not issued any equity shares under Employees Stock Option Scheme during the year underreview and hence no information as per provisions of Section 62(1)(b) of the Act read withRule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.
4. Non- Exercising of voting rights: During the year under reviewthere were no instances of non-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules 2014.
5. Disclosure on purchase by company or giving of loans by it forpurchase of its shares: The Company did not purchase or give any loans for purchase of itsshares.
6. Buy back shares: The Company did not buy-back any shares during theperiod under review.
7. Preferential Allotment of Shares: The Company did not allot anyshares on preferential basis during the period under review.
36. EMPLOYEE RELATIONS AND REMUNERATION:
Your Directors are pleased to record their sincere appreciation of thecontribution by the staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs.850000/- and above per month orRs.10200000/- and above in aggregate per annum the limits prescribed under Section197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remunerationof Managerial Personnel) Rules 2014.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaint Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees are covered under thispolicy.
The following is the summary of sexual harassment complaints receivedand disposed during the calendar year.
No. of complaints received: Nil
No. of complaints disposed of: Nil
Your Directors wish to place on record their appreciation of thecontribution made by the employees at all levels to the continued growth and prosperityof your Company. Your Directors also wish to place on record their appreciation ofbusiness constituents banks and other financial institutions other statutory authoritieslike SEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for theircontinued support for the growth of the Company.