Your Directors have pleasure in presenting before you the Twenty Fourth Annual Reportof the Company together with the Audited Financial Statements for the year ended March312018
The highlights of the financial of your company are as under: Rs.in Lakhs
|Particulars ||March 312018 ||March 312017 |
|I Revenue from Operations ||15332.13 ||14854.19 |
|II Other Income ||230.00 ||165.35 |
|III Total Income (I+II) ||15562.13 ||15019.54 |
|IV Expenses || || |
|Purchases of Stock-in-trade ||1896.47 ||1751.75 |
|Changes in inventory of stock-in-trade ||(81.82) ||72.52 |
|Employee benefit expense ||3198.03 ||3249.33 |
|Finance costs ||259.04 ||333.30 |
|Depreciation and amortisation expense ||978.18 ||874.18 |
|Other expenses ||7976.14 ||7640.98 |
|Total expenses (IV) ||14226.04 ||13922.06 |
|V Profit before tax (III-IV) ||1336.09 ||1097.48 |
|VI Tax expense || || |
|(a) Current tax (including prior years) ||644.35 ||460.00 |
|(b) Deferred tax ||14.22 ||(96.35) |
| ||658.57 ||363.65 |
|VII Profit for the Year (V-VI) ||677.52 ||733.83 |
|VIII Other Comprehensive Income || || |
|Items that will not be reclassified to profit or loss || || |
|(a) Remeasurements of the defined benefit liabilities/(asset) ||(38.19) ||(40.75) |
|(b) Income tax relating to items that will not be reclassified to profit or loss ||11.12 ||14.10 |
|Total other comprehensive (loss)/income for the year ||(27.07) ||(26.65) |
|IX Total comprehensive income for the year (VII+VIII) ||650.45 ||707.18 |
Note:-The company has implemented IND AS wef 01/04/2017 with a transition date of01/04/2016 . Consequently results for the financial year ended 31/03/2018 have beenprepared in accordance with Ind AS prescribed under section 133 of the CA 2013 and otheraccounting principles generally accepted in India The previous year figures have beenreclassified to conform to Ind AS presentation requirement
COURSE OF BUSINESS AND OUTLOOK/BUSINESS PERFORMANCE
During the year under review the company had achieved a turnover of Rs.153 crores ascompared to Rs.149 crores in the previous year's financial years. The profit before tax atRs.13.36 crores as compared to last year's profit of 10.97 Crore. We were able to makesignificant improvements in key business parameters relating to Margins Costs WorkingCapital management and Finance Charges. Over the past few years we have made sustainedefforts to improve competitiveness through a number of initiatives. Most of these havereached maturity. The steady improvement over the past few years and the positive resultsduring the year is a result of these initiatives.
Your Directors recommend a dividend of 12 % on the paid up equity share capital of yourCompany for the financial year ended 31st March 2018 exclusive of dividenddistribution tax which will result in the out flow of Rs.56.4 lacs.
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 said financialyear.
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 regulations and for ensuring reliability of financial reporting.
DIRECTORS/KEY MANAGERIAL PERSONNEL:
In accordance with Section 152 of the Companies Act 2013 and as per the Articles ofAssociation of your Company Dr. Athiya Agarwal Whole Time Director retires by rotationat the ensuing Annual General Meeting and being eligible offers herself for beingre-appointed. The Board recommends for her re-appointment.
During the year under review Ms. Hema Nagarajan the Company Secretary had resignedfrom the services on 31st May 2017.
Mr. S. Lakshmi Narasimhan was appointed as Company Secretary effective 22ndNovember 2017.
All 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 is furnished in the Corporate Governance Report annexed to this report.
The nomination & remuneration committee as well as the boardf have reviewed theevaluation of performance of the baord as a whole various committees and also of theindividual directors. The manner in which the evaluation was carried out has beendisclosed in the CGR attached to this report. The Board carries out the annual performanceevaluation of its own performance of the Directors individually as well as the evaluationof working of its various Committees. A structured analysis is done after taking intoconsideration the inputs received from Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture Execution and Performance of specific duties obligations and governance. Aseparate exercise is carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who are evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interests of theCompany and of its minority shareholders etc.
Pursuant to Section 148 of the Companies Act 2013 read with relevant rules and basedon the Audit Committee the Board of Directors approved the appointment of Mr.P. Raju Iyer(Membership No 6987) as the Cost Auditor of the Company for the Financial Year 2017-18.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-I to this report.
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-II to this report.
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 Mr. N.K Bhansali Practicing Company Secretary (Membership No: FCS 3942) toundertake the Secretarial Audit of the Company for the financial year 2017-18. TheSecretarial Audit report is annexed as Annexure- III to this report. There has been noqualification reservation or adverse remark or disclaimer in their Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As required under SEBI (Listing Obligations and Disclosure Requirements ) Regulations2015 the Management Discussion and Analysis Report is annexed as Annexure - IV to thisreport.
Your Company continues to have an effective Risk Management. The managementcontinuously oversees the risk management process including identification impactassessment and drawing mitigation plans. The details of risks perceived by the Managementare annexed as part of the Management Discussion and Analysis Report.
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 Hospital Business. In all its new locations the company has been usingLED technology lamps to conserve energy as well as costs.
FOREIGN EXCHANGE EARNINGS/OUTGO:
Foreign Earnings : Nil (Previous Year Rs.6.53 lakhs on account of services rendered)
Foreign Outgo : Rs.270.74 lakhs (Previous Year Rs.264.24 lakhs) towards Purchase ofConsumables.
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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) The directors had 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 Mechanism
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.
Corporate Social Responsibility (CSR) Committee
The Company has constituted CSR Committee and following are the members:- a Dr. AthiyaAgarwal- Chairperson b Dr.Amar Agarwal Member
c. CA Sanjay Anand- 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 incurredexpenditure amounting to Rs.9.80 lakhs by way of contribution towards CSR responsibilities(please refer details as per 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 Vforming 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 - VI 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 this policy. The followingis a summary of sexual harassment complaints received and disposed off during the year2017-18
a. No. of complaints received : Nil
b. No of complaints disposed off : NA
Employee relations throughout the company were harmonious. The board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing thecompany'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. There are nomaterially significant related party transactions made by the company with PromotersDirectors Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. The Board of Directors of the Company hason the recommendation of the Audit Committee adopted a policy to regulate transactionsbetween the Company and its Related Parties in compliance with the applicable provisionsof the Companies Act 2013 and the Rules there under. This policy was considered andapproved by the Board has been uploaded on the website at www.dragarwal.com
ANNEXURES FORMING A 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
|ANNEXURE ||PARTICULARS |
|I ||Extract of Annual Return (MGT 9) |
|II ||Information required under section 197 of the Companies Act 2013 |
|III ||Secretarial Audit Report |
|IV ||Management Discussions and Analysis Report |
|V ||Report on Corporate Social Responsibility Activities |
|VI ||Corporate Governance Report |
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 28 2018 ||Chairman Cum Managing Director |