Your Directors have pleasure in presenting their THIRTY-NINTHAnnual Report on the business and operations of the Company and the accounts for theFinancial Year ended March 31 2022.
1. Financial highlights for the year ended March 31 2022
|Particulars ||2021-22 ||2020-21 |
| ||(Rs In Lakhs) ||(Rs In Lakhs) |
|Operating Income ||13607.28 ||10263.72 |
|Other Income ||214.69 ||192.64 |
|Total Income ||13821.97 ||10456.36 |
|Operating Expenses ||9889.88 ||7940.17 |
|EBIDTA ||3932.09 ||2516.19 |
|Finance Cost ||69.58 ||95.22 |
|Depreciation ||652.70 ||616.59 |
|Profit/(Loss) before Tax ||3209.81 ||1804.38 |
|Tax expense ||880.46 ||566.48 |
|Provision for Deferred Tax ||(43.23) ||(40.04) |
|Profit/(Loss) after Tax (PAT) ||2372.58 ||1277.94 |
Board has not recommended dividend for the financial year 2021-22keeping in view the long term objectives of the Company.
The Company has not transferred any amount to General reserve duringthe year.
4. Business and Operations Review
Total Operating income increased by 32.58% to Rs. 13607.28lakhs during the financial year 2021-22 from Rs. 10263.72 lakhs in theprevious year.
Your Company has earned Profit after tax of Rs. 2372.58 lakhsfor the financial year 2021-22 higher than
Rs. 1277.94 lakhs achieved during the previous year.
5. Statement in respect of adequacy of internal financial controls withreference to the Financial Statements
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. To maintain independence of the Internal Auditfunction the Internal Auditor reports to the Chairman of the Audit Committee.
The Internal Audit Team along with the Process Team monitors andevaluates the efficacy and adequacy of internal control systems in the Company itscompliance with operating systems accounting procedures and policies of the Company.Based on the report of internal audit corrective actions in the respective areas areundertaken and controls strengthened.
Significant audit observations and corrective actions thereon arereported to the Audit Committee of the Board.
6. Disclosure of particulars of loans/advances/investments outstandingduring the Financial Year
The Company has not given any loans and advances to any other bodycorporate and associates as specifiedunder Section 186 of the Companies Act 2013 duringthe financial year 2021-22.
The details of the investments made by the Company and guaranteesprovided by the Company are given in the notes to the financial statements.
The Company has not accepted any public deposits and as such no amounton account of principal or interest on public deposits was outstanding as on the date ofthe balance sheet.
8. Statutory Auditors
Section 139 of the Companies Act 2013 provided for the appointment ofStatutory Auditors for a period of five years and hence M/s Deloitte Haskins & SellsChartered Accountants (Registration No.008072S) Chennai were appointed as the StatutoryAuditors of the Company in the Annual General Meeting of the Company held on 26thSeptember 2019 for a period till the conclusion of the Forty First Annual GeneralMeeting.
Accordingly M/s. Deloitte Haskins & Sells will continue asStatutory Auditors of the Company till the financial year 2023-24.
9. The details of significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company?soperations in future
There are no significant and material orders passed by the regulatorsor courts or tribunals that may have an impact for the company as a going concern and /orcompany?s operations.
10. Closure of Register of Members and Share Transfer Books
The Register of Members and Share Transfer Books of the company will beclosed suitably prior to holding Annual General Meeting.
11. The Board observed that there are no qualifications or reservationsor adverse remarks by the Statutory Auditors as well as by the Secretarial Auditor intheir reports.
12. Share Capital
The Company has not issued any equity shares with differential rightssweat equity shares employee stock options or employee stock purchase scheme. No shareshave been transferred to Suspense account in terms of Regulation 39 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. As at the end of the financialyear the Company?s Authorized Equity Share Capital stands at Rs. 2500 lakhs andpaid-up Equity Share Capital stands at Rs. 1630.85 Lakhs consisting of 1630.85lakhs fully paid up Equity Shares of Re. 1 each.
13. Corporate Governance
Your Company has been complying with the provisions of CorporateGovernance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
A separate report on Corporate Governance along with Practicing CompanySecretary?s certificate on compliance of the
Corporate Governance norms as stipulated in Schedule V read withRegulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Management Discussion & Analysis report are provided elsewherein this Annual Report.
14. Particulars of Employees
In accordance with the provisions of Section 197 (12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the name and other particulars of employees are to beset out in the Annexure - 4 forming part of the Annual Report (Boards?Report). However as per provisions of Sec 136(1) Companies Act 2013 read with relevantproviso of the Companies Act 2013 the Annual Report (Boards? Report) is being sentto Members excluding the information relating to 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The said informationis available for inspection at the Registered Office of the
Company. Any member interested in obtaining such particulars may writeto the Company and the same will be furnished.
15. Business Responsibility Report
In terms of Regulation 34 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Business Responsibility Report for the year 2021-22describing the initiatives taken from Environment Social and Governance perspective inthe prescribed format is provided elsewhere in this report.
16. Details of Holding Subsidiaries Associate/JV Companies:
The Company is a subsidiary of Sri Kauvery Medical Care (India)Limited which holds 75% of shares in the Company. The Company does not have anysubsidiary Associate or Joint Venture Companies.
17. Transfer to Investor Education and Protection Fund
As required under the provisions of Section 124 of the Companies Act2013 and other applicable provisions of the Companies Act 2013 dividends that remainunpaid/unclaimed for a period of seven years are to be transferred to the accountadministered by the Central Government viz. Investor Education and Protection Fund("IEPF").There are no amounts which remain unpaid/unclaimed for a period ofseven years and hence no amount has been transferred to "IEPF".
18. Copy of Annual Return
The duly certified copy of Annual Return for the Financial Year ended31st March 2022 as prescribed under Section 92 read with Rule 12 of the Companies(Management and Administration) Rules 2014 shall be placed on the website of the companyhttp://www.kauveryhospital.com/investors# after the Annual General Meeting is held.
19. Conservation of energy technology absorption foreign exchangeearnings and outgo:
The particulars required to be given as per Section 134(3) (m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are as under:i. Conservation of energy-
Though the nature of the business of the company is such that theconsumption of energy is not significant when compared to the overall cost of operationsthe company takes all efforts to conserve energy and carries out periodical energy audits.
ii. Technology absorption-
The Company is currently in the process of updating the technology invarious fields of equipment. Within the limitations everything possible was done toacquire improve and update the technology.
iii. Foreign Exchange Earnings and Outgo
|S. No. Particulars ||2021-22 ||2020-21 |
|1. Foreign Exchange Earned ||Nil ||Nil |
|2. Foreign Exchange outgo ||Nil ||Nil |
20. Corporate Social Responsibility
Corporate Social Responsibility (CSR) is an initiative brought in bythe Ministry of Corporate Affairs whereby every company having net worth of Rs. 500 Croresor more or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or moreduring the immediately preceding financial year is mandated to serve the society bycontributing at least 2% of the average net profits of the Company made during the threeimmediately preceding financial years in various CSR activities as defined in Schedule VIIof the Companies Act 2013.
The Company has duly constituted a Corporate Social ResponsibilityCommittee as required under Section 135 (1) of the Companies Act 2013 and the relevantrules made thereunder and the Board has approved a policy on Corporate SocialResponsibility which is available in the website of the Company athttp://www.kauveryhospital.com/investors#.
The annual report on your Company?s CSR activities is appended as Annexure-3to the Board?s report.
21. Directors and Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act 2013the Board of Directors is duly constituted. The Directors and Key Managerial Personnel ason date of this report are:
|S.No. Name of the Director/KMP ||DIN/PAN ||Designation |
|1 Sundararaj Chandrakumar ||01867847 ||Executive Chairman (Whole-Time Director) |
|2 Selvaraj Manivannan ||00910804 ||Managing Director |
|3 Duraisamy Senguttuvan ||01867900 ||Whole-Time Director |
|4 Krishnamoorthy Arunachalam ||00386122 ||Independent Director |
|5 Natarajan Bala Baskar ||00469656 ||Independent Director |
|6 Thirunavukkarasu Senthil Kumar ||01742558 ||NonExecutive |
| || ||Non-Independent Director |
|7 Chenthilkumar Sathasivam ||02621693 ||Independent Director |
|8 Narayanasami Jeyanthei ||07143462 ||Independent Director |
|9 Anandababu Kumaraswamy ||AETPA9622D ||Chief Financial Officer |
|10 Yasotha Benazir N ||AMMPY3770B ||Company Secretary |
During the year under review following changes occurred in thecomposition of the Board of Directors and KMP:
|S.No. Name of the Director/KMP ||DIN ||Designation ||Effective Date ||Nature of Change |
|1 Athmanathan Ganesan ||02122660 ||Nominee Director ||24/05/2021 ||Cessation |
|2 Aravindan Selvaraj ||05172690 ||Director ||13/08/2021 ||Cessation |
|3 Duraisamy Senguttuvan ||01867900 ||Whole Time Director ||13/08/2021 ||Appointment |
|4 Yasotha Benazir .N ||NA ||Company Secretary ||13/08/2021 ||Appointment |
|5 Dandapani Swaminathan ||01852739 ||Director ||30/11/2021 ||Cessation |
Pursuant to the provisions of the Companies Act 2013 and rules madethereunder Dr. T Senthil Kumar Director of the Company retires by rotation and beingeligible offers himself for re-appointment in the ensuing Annual General Meeting.
Details of the composition of the Board and that of various Committeesof the Board as at the end of the FY 2021-22 are provided in the Corporate GovernanceReport annexed to the Boards? Report.
It is also brought to the kind attention of the members that theCompany has entered the category of Top 1000 listed entities based on marketcapitalization on BSE as on March 31 2022. In accordance with the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated aRisk Management Committee in this regard.
22. Declaration given by Independent Directors
All the Independent Directors of the Company have given theirdeclaration under Section 149 (7) of the Companies Act
2013 confirming that they are in compliance with the criteria as laiddown in the said Section for being an Independent
Director of the Company. Further there has been no change in thecircumstances which may affect their status as Independent Director during the year.
The Statement of Declarations from Independent Directors that they meetthe criteria of independence as provided in sub-section (6) of Section 149 of theCompanies Act 2013 and the relevant rules and Regulation 16(1)(b) of SEBI (LODR)Regulations 2015 has been obtained from Independent Directors and the Board has taken onrecord the same.
All the Independent Directors have registered with the databank ofIndependent Directors developed by the Indian Institute of Corporate Affairs in accordancewith the provisions of Section 150 of the Companies Act 2013 and obtained
ID registration certificate. Further the Independent Directors havealso declared that in the event of expiry of their registration with the Data bank theyshall take the necessary steps to renew their registration in accordance with the relevantrules of the Companies Act 2013.
23. Policy on Directors? Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of director
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for the selection and appointment of DirectorsSenior Management and their remuneration. The Remuneration Policy is stated in theCorporate Governance Report.
24. Particulars of contracts or arrangements with related parties
During the financialyear 2021-22 the contracts and arrangements enteredby the Company with related parties were on an "arm?s length" basis and inthe ordinary course of business. There are no materially significant made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interests of the Company at large.
The policy on dealing with Related Party Transactions as approved bythe Board is uploaded on the Company?s website.
The details of contracts or arrangements with related parties enteredduring the year are given in a separate report as Annexure-1.
25. Risk Management
The Company approaches Risk Management by identificationassessmentmonitoring and mitigation of various risks that the company may face in its business. TheCompany?s enterprise Risk Management approaches identifies and categorizes the majorrisks relating to Operations and Finance. The Company?s objective is to achieve abalance between acceptable levels of risk and reward in effectively managing itsOperational Financial Business and other risks which is carried out through the Auditcommittee which meets at periodic intervals.
26. Reporting of Frauds
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 143(12) of Act and Rules framed thereunder.
27. Secretarial Audit Report
Pursuant to Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Alagar & Associates Practicing Company Secretary as the SecretarialAuditors of the Company in the Board Meeting held on 11th February 2022 for the FY2021-22. The Secretarial Audit Report issued by the Company?s Secretarial AuditorM/s. Alagar & Associates is annexed and forms part of this Report in Annexure-2.The report does not contain any qualification.
28. Number of meetings of Board
The details of the number of meetings of the Board of Directors areincluded as a part of Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
29. Composition of Audit Committee
The Audit Committee of the Company has been constituted in accordancewith the provisions of Section 177 of the Companies Act 2013 read with Regulation 18 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The detailsof the Audit Committee are included as a part of Corporate Governance Report.
30. Details of establishment of vigil mechanism
The Company has formulated and adopted a vigil mechanism for employeesto report genuine concerns to the Chairman of the Audit Committee. The policy providesopportunities for employees to access in good faith the Audit Committee if they observeunethical and improper practices. The Whistle Blower policy of the Company is available inthe website of the Company. The link for the same ishttp://www.kauveryhospital.com/investors#.
31. Prevention of Insider Trading
The Company has adopted a code for prevention of insider trading with aview to regulate trading and securities by the Directors and Designated Employees of theCompany. The code requires pre-clearance for dealing in the Company?s securities andprohibits the purchase or sale of Company?s Securities while in possession ofunpublished price sensitive information and during the period when the trading window isclosed.
The Company maintains a Structured Digital Database (SDD) called"Vigilant" software wherein the details of all the designated persons are beingcaptured in compliance with SEBI (Prohibition of Insider Trading) Regulations 2015.
32. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and the Regulation19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard of Directors of the Company has completed a formal evaluation of their performanceand that of its Committees and Individual Directors.
33. Separate Meeting of Independent Directors
The Independent Directors of the Company had met during the financialyear to review the performance of the Non-
Independent Directors Chairman (after taking into account the views ofExecutive and Non-Executive Directors of the
Company) and Board as a whole and also the access quality quantityand timeliness of the flow of information between the Company?s Management and theBoard. During the Financial Year under review the Independent Directors met on 15th March2022 and all the Independent Directors attended the Meeting without the presence of thenon-independent directors and the members of the management.
34. Listing fees:
The Company confirms that it has paid the annual listing fees for theyear 2021-22 to Bombay Stock Exchange where the company?s shares are listed.
35. Disclosures under Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013:
The Company has in place a Policy on prevention of Sexual Harassmentin accordance with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. All employees are covered under thispolicy.
The company had not received any Complaints under Sexual Harassment ofWomen at Workplace (Prevention Prohibition
& Redressal) Act 2013 during the financial year 2021-22.
36. Directors? Responsibility Statement as required under Section134 (5) of the Companies Act 2013
In terms of provisions of Section 134(5) of the Companies Act 2013your Directors confirm that:
(i) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures.
(ii) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period.
(iii) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
(iv) the directors had prepared the annual accounts on a going concernbasis.
(v) the directors had laid down internal financial controls and suchinternal financial controls are adequate and were operating effectively.
(vi) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
37. Material changes and commitments affecting financial positionbetween the end of the financial year and the date of the report
There is no change in the nature of business of the Company during theyear. There are no material changes and commitments in the business operations of theCompany since the close of the financial year on 31st March 2022 to the date of thisreport.
38. Familiarization Programme for Independent Directors:
The Board members are provided with necessary documents reports andinternal policies to enable them to familiarize with the Company?s procedures andpractices. The details of such familiarization programmes for the Independent Directorsare posted on the website of the Company.
39. Applicability of maintenance of Cost Records as Specified by theCentral Government
As per Section 148(1) of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014Company is maintaining Cost Records asspecified by the Central Government.
The Company had appointed M/s Thanigaimani & Associates CostAccountants (Registration No. 101899) Chennai for auditing the cost records of theCompany for the FY 2021-22 and they were further appointed for the FY 2022-23 based on therecommendation of the Audit Committee. Pursuant to the provisions of the Companies Act2013 and rules made there under the remuneration payable to the Cost Auditors for the FY2022-23 requires ratification of the same is hereby proposed for ratification in theensuing Annual General Meeting.
40. Secretarial Standards
The Company has complied with the applicable Secretarial Standards asamended from time to time.
We thank the various Government Agencies and Banks for their continuedsupport and co-operation to the Company. We place on record our appreciation of thecontribution made by our employees consultants and officers of the Company during theyear under report.
| || |
For and on behalf of the Board of Directors
| ||sd/- ||sd/- |
|Place: Chennai ||Dr S Manivannan ||Dr S Chandrakumar |
|Date: 30th May 2022 ||DIN: 00910804 ||DIN: 01867847 |
| ||Managing Director ||Executive Chairman (Whole-Time) |