Your Directors have pleasure in presenting before you the Twenty Seventh Annual Reportof the Company together with the Audited Financial Statements for the year ended March 312021
The highlights of the financials of your company are as under:
|Particulars ||March 312021 ||March 312020 |
|I Revenue from ||13980.90 ||17595.40 |
|Operations || || |
|II Other Income ||80.63 ||264.81 |
|III Total Income (I+II) Expenses ||14061.53 ||17860.21 |
|Purchases of Stock-in-trade ||1508.33 ||2258.71 |
|Changes in inventory of stock- in-trade ||116.33 ||(55.14) |
|Employee benefit expense ||3217.14 ||3563.08 |
|IV Finance costs ||634.74 ||769.64 |
|Depreciation and amortization expense ||1909.95 ||2123.52 |
|Other expenses ||6101.76 ||7206.34 |
|Total expenses (IV ||13488.25 ||15866.15 |
|V Profit before tax (III-IV) ||573.28 ||1994.06 |
|VI Tax expense (a) Current tax (including prior years) ||822.58 ||619.50 |
|(b) Deferred tax ||(105.44) ||6.22 |
|VII Profit for the Year (V-VI) ||(143.86) ||1368.34 |
|VIII Other Comprehensive Income Items that will not be reclassified to profit or loss || || |
|Particulars ||March 312021 ||March 312020 |
|(a) Remeasurements of the defined benefit liabilities / (asset) ||0.07 ||(29.40) |
|(b) Income tax relating to items that will not be reclassified to profit or loss ||(0.02) ||7.40 |
|Total other comprehensive (loss) / income for the year ||0.05 ||(22.00) |
|IX Total comprehensive income for the year (VII+VIII) ||(143.81) ||1346.34 |
COURSE OF BUSINESS AND OUTLOOK / BUSINESS PERFORMANCE
During the year under review the company had achieved a turnover of Rs. 139.81 croresas compared to Rs. 175.95 crores in the previous financial year. The Profit before tax isRs.5.73 crores as compared to last year's profit before tax of Rs. 19.94 crores.
Your company has relocated Salem branch during the financial year 2020-21. Your Companymay relocate few of the existing branch including Vellore and Kanchipuram during thefinancial year 2021-22.
The paid up Equity Share Capital as on March 31 2021 was Rs. 470.00 Lakhs. TheCompany has not issued any shares with differential voting rights including sweat equitynor granted stock options.
PARTICULARS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has no Subsidiaries Associates and Joint ventures during the financialyear 2020-21.
In view of the continuous impact of COVID-19 Pandemic and the Second wave affectingthe economy globally the Board after careful consideration on the measures to conservecash for managing the fixed cost and other overhead expenses have decided not torecommend dividend for the financial year 2020-21.
During the year 2020-21 five Board Meetings and four Audit Committee meetings wereheld. The details of the meetings held and the composition of the Audit Committee aregiven in the Corporate Governance Report. The meetings of the Board were held periodicallyand 120 days has not lapsed between two meetings as prescribed under section 173 (1) ofthe Companies Act 2013.
TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to the General Reserve during theyear.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the saidfinancial year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees and made any investments as coveredunder the provisions of section 186 of the Companies Act 2013 during the financial year2020-21.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has an adequate system of internal control in place which has beendesigned to provide a reasonable assurance with regard to maintaining of proper accountingcontrols monitoring of operations protecting assets from unauthorized use or lossescompliance with regulation and for ensuring reliability\ of financial reporting. TheInternal Audit function is carried out by independent firm of Chartered Accountants. Thescope and authority of the Internal Audit is defined by the Audit Committee. The InternalAudit Reports are placed before the Audit Committee for its review and the InternalAuditors attends the Audit Committee meetings.
DIRECTORS / KEY MANAGERIAL PERSONNEL:
During the year under review in accordance with Section 152 of The Companies Act 2013and as per the Articles of Association of your Company Dr. Athiya Agarwal Whole-timeDirector retires by rotation at the ensuing Annual General Meeting and being eligibleoffers herself for being re-appointed. The Board recommends for her re-appointment.
During the year under review Ms. Saradha Govindarajan had resigned from the servicesas the Chief Financial Officer of the Company on July 312020.
During the year under review Mr. B Udhay Shankar was appointed as the Chief FinancialOfficer of the Company effective from December 7 2020.
Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
The composition of the Board of Directors of the Company and other details related tothe board are furnished in the Corporate Governance Report annexed to this report. Interms of requirement of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has identified core skillsexpertise and competencies of the Directors in the context of the healthcare businessesfor effective functioning which are detailed in the Corporate Governance Report.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from all the Independent Directors ofthe Company under Section 149(7) of The Companies Act 2013 read with Rule 6 of Companies(Appointment and Qualification of Directors) Rules 2014 and Regulation 16 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 that the Independent Directors of the Company meet the criteria of theirIndependence laid down in Section 149(6). During the year under review the IndependentDirectors met once on January 25 2021 without the presence of Non-Independent Directorsand members of the Management
The Nomination & Remuneration committee as well as the board have evaluated theperformance of the board as a whole various committees and also of the individualdirectors. The manner in which the evaluation was carried out has been disclosed in theCorporate Governance Report attached to this report. A structured analysis is done aftertaking into consideration the inputs received from Directors covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture Execution and performance of specific duties obligations andgovernance. A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who are evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestsof the Company and of its minority shareholders etc.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The salient features of the Remuneration Policydetails are stated in the Corporate Governance Report. The Remuneration Policy approved bythe Board of Directors is uploaded on the website of the Companyhttps://www.dragarwal.com/wpcontent/uploads/2021/02/NOMINATION-AND-REMUNERATION-POLICY.pdf
M/s Deloitte Haskins and Sells (Firm Reg. No 008072S) Chartered Accountants wereappointed as the Statutory Auditors of the Company in the 26th Annual General Meeting forthe period of five years and to hold office till the conclusion of 31st Annual GeneralMeeting of the Company.
The Auditors' Report for Financial Year ended 31st March 2021 does not contain anyqualification reservation or adverse remark. Hence there is no requirement for the Boardto provide any explanation or comment on the same. The Auditors' Report is enclosed withthe financial statements in the Annual Report the same is self-explanatory.
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the Company is required to maintain Cost auditrecords and accordingly such accounts and records are made and maintained. Based on therecommendation of the Audit Committee your Board of Directors at its meeting held on 12thAugust 2020 appointed M/s. BY & Associates Cost Accountant in practice (FirmRegistration No: 003498) as Cost Auditor for conducting the Cost Audit for the year2020-21 and the remuneration payable to the Cost Auditor is required to be placed beforethe Members in a General Meeting for their ratification. Accordingly a Resolution seekingMember's ratification for the remuneration payable to M/s. BY & Associates CostAccountant is included at Item No. 3 of the Notice convening this Annual General Meeting.
Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act 2013the Annual Return in Form MGT 7 shall be placed on the website of the Company after theconclusion of the 27th Annual General Meeting. The weblink to access the draft AnnualReturn: https://www.dragarwal.com/wp-content/uploads/2021/09/Draft-MGT-7_Annual-Return-2020-21.pdf
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in respect of employees of theCompany are being annexed as part of the Annual Report as Annexure- I.
SECRETARIAL AUDIT REPORT:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. V Vasumathy Practicing Company Secretary (Membership No: FCS 5424) toundertake the Secretarial Audit of the Company for the financial year 2020-21. TheSecretarial Audit report is annexed as Annexure-II to this report.
MANAGEMENT RESPONSES TO OBSERVATION IN SECRETARIAL AUDIT REPORT:
The Secretarial Auditor in their report made the following observation:
As per Regulation 31 (2) of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the listed entity shall ensure thathundred percent of shareholding of promoter(s) and promoter group is in dematerializedform and the same is maintained on a continuous basis in the manner as specified by theBoard. Whereas the promoter / promoter group shareholding is not held hundred percent indematerialized form. 6700 shares are held by two promoter / promoter group namely Ms.Sunita Agarwal and Mr. Pankaj Sondhi who hold 6600 shares and 100 shares respectively inphysical form.
During the year 2019-20 the Promoters / Promoters group have dematerialized 139100equity shares of the Company. The Company is constantly taking all efforts todematerialize the 6700 equity shares of the Company held by Promoters / Promoters groupnamely Ms. Sunita Agarwal and Mr. Pankaj Sondhi who hold 6600 shares and 100 sharesrespectively in physical form.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As required under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportis annexed as Annexure- III to this report.
Your Company continues to have an effective Risk Management process in place. Themanagement and the Board continuously oversees the risk management process includingidentification impact assessment and drawing mitigation plans. The details of risksperceived by the Management are annexed as part of the Management Discussion and AnalysisReport.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDEXPENDITURE:
The Company is exploring new technologies and improving the existing technologiesapplicable to the Healthcare Business. In all its new locations the company has beenusing LED technology lamps to conserve energy as well as costs.
FOREIGN EXCHANGE EARNINGS / OUTGO:
Foreign Exchange Earnings: Nil (Previous Year 67.13 lakhs) on account of servicesrendered Foreign Exchange Outgo : Rs. 70.13 lakhs (Previous Year Rs. 151.61 lakhs) towardsPurchase of Consumables and software.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business during the financial year.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):
During the year under review there was no fraud reported by the auditors under Section143(12) of the Companies Act 2013.
INFORMATION ON LISTING WITH STOCK EXCHANGE:
The Company's Equity Shares are listed on BSE Limited and the scrip code is 526783.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134 clause (C) of sub-section (3) of the Companies Act 2013 theDirectors would like to state that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the annual accounts on a going concern basis.
(v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism to deal with instances of fraud and mismanagement ifany. The details of the Policy is posted on the website of the Company www.dragarwal.com.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Company has constituted CSR Committee and following are the members: -
a. Dr. Athiya Agarwal - Chairperson
b. Dr. Amar Agarwal - Member
c. Mr. T R Ramasubramanian - Member
The CSR policy pursuant to the provisions of Section 135 of the Companies Act 2013 isavailable in your company's website www.dragarwal.com. Your Company has incurred anexpenditure amounting to Rs. 34.10 lakhs by way of contribution towards CSRresponsibilities (please refer to the CSR Report annexed as Annexure).
The Company's total spending on CSR is 2% of the average net profit for the immediatelypreceding three financial years. The report on CSR activities is given in Annexure IVforming part of this Report.
REPORT ON CORPORATE GOVERNANCE
A report on Corporate Governance as well as a certificate from a Practicing CompanySecretary confirming the compliance with the conditions of the Corporate Governance areannexed as Annexure - V to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup by yourCompany to redress complaints received regarding sexual harassment.
All employees (permanent contractual temporary trainees) are covered under thispolicy. The following is a summary of sexual harassment complaints received and disposedoff during the year 2020-21
a. No. of complaints received during the financial year: Nil
b. No. of complaints disposed off during the financial year: NA
c. No. of complaints pending as on end of the financial year: Nil
Employee relations throughout the year were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all the employees in advancingthe Company's vision and strategy to deliver another record performance.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business and the details of thesame are furnished under notes to account and also annexed as annexure VI in form AOC-2.There are no materially significant related party transactions made by the company withPromoters Directors Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the company at large. The Board of Directors of theCompany has on the recommendation of the Audit Committee adopted a policy to regulatetransactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 and the Rules there under. This policywas considered and approved by the Board and has been uploaded on the website atwww.dragarwal.com
PREVENTION OF INSIDER TRADING
The Company has adopted a Code for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated persons of the Company.
The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated persons while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.
ANNEXURES FORMING PART OF THIS REPORT OF THE DIRECTORS:
The following annexures referred in this report and other information which arerequired to be disclosed are attached and forms an Integral part of this report
1. Information required under section 197(12) of The Companies Act 2013
2. Secretarial Audit Report
3. Management Discussions and Analysis Report
4. Report on Corporate Social Responsibility Activities
5. Corporate Governance Report
6. Form AOC-2 ACKNOWLEDGEMENTS:
Your directors wish to place on record their appreciation for the continuous supportreceived from the members customers suppliers various statutory bodies of theGovernment of India and the company's employees at all levels.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place: Chennai ||Dr.Amar Agarwal |
|Date: May 4 2021 ||Chairman cum Managing Director |