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Lotus Eye Hospital & Institute Ltd.

BSE: 532998 Sector: Health care
NSE: LOTUSEYE ISIN Code: INE947I01017
BSE 16:01 | 06 Dec 89.50 -3.85
(-4.12%)
OPEN

92.10

HIGH

96.90

LOW

89.00

NSE 15:32 | 06 Dec 89.25 -4.40
(-4.70%)
OPEN

96.45

HIGH

96.45

LOW

89.00

OPEN 92.10
PREVIOUS CLOSE 93.35
VOLUME 4104
52-Week high 96.90
52-Week low 42.05
P/E 44.31
Mkt Cap.(Rs cr) 186
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 92.10
CLOSE 93.35
VOLUME 4104
52-Week high 96.90
52-Week low 42.05
P/E 44.31
Mkt Cap.(Rs cr) 186
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lotus Eye Hospital & Institute Ltd. (LOTUSEYE) - Director Report

Company director report

Dear Shareholders

Your directors have pleasure in presenting the 25th Annual Report of yourCompany together with the audited accounts for the year ended 31st March 2022.

FINANCIAL RESULTS

PARTICULARS 31.03.2022 31.03.2021
(Current year) (Previous year)
Income from Operations and other income 3979.57 3311.15
Less: Expenses 3569.22 3120.04
Add/Less: Exceptional Items (1.00) 8.11
Profit /(Loss) before Tax 409.35 199.22
Less: Provision for Taxes:
Current tax 108.57 46.96
Deferred Tax 2.34 (4.53)
Profit / (Loss) after tax 298.44 156.80

The Income from operations has raised substantially in comparison tothe last financial year. The ill-effects of pandemic have subsided which has taken awaythe fear of patients to visit the hospital. All the 7 branches of the hospital are seeingbusiness rise up in a secular way This has resulted in increase of Net profit incomparison to the previous financial year

DIVIDEND:

The company declared a final dividend of Rs 0.50 in the Annual GeneralMeeting held on17th September 2021.

SHARE CAPITAL:

The Paid up equity share capital as on 31st March 2022 was2079.63 Lakhs. During the year under review the Company has not issued any securities.

FINANCE:

Cash and cash equivalents as at 31st March 2022 was 378.89Lakhs. The Company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters which are kept under strictcheck through continuous monitoring.

DEPOSITS:

During the year under review your company has not accepted anydeposits from public covered under Sections 73 to76 or any other relevant provisions ofthe Companies Act 2013 and rules framed there under.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review your Company has not given any loans orguarantees covered under the provisions of section 186 of the Companies Act 2013. Thedetail of the investments made by the company is given in the notes to the financialstatements.

CORPORATE SOCIAL RESPONSIBILITIES:

Your company does not fall within the bracket as prescribed by Section135 of the Companies Act 2013 and rules framed there under. Hence this clause is notapplicable.

DIRECTORS:

Directors retiring by rotation:

Ms. Kavetha Sundaramoorthy (DIN:2050806) Director of the Companyretires by rotation at the forthcoming Annual General Meeting and being eligible offersherself for re-appointment.

Information regarding the Directors seeking appointment /re-appointment:

Resume and other information regarding the Directors seekingappointment /reappointment as required by Regulation 36 of the SEBI (LODR) Regulations2015 has been given in the Notice convening the ensuing Annual General Meeting.

Declaration by Independent Directors:

All Independent Directors have given declaration that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013 andregulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

In opinion of the Board with Independent Directors possess integrityexpertise and experience (including the proficiency).

FAMILIARISATION PROGRAMME:

Your Company has adopted a policy on Familiarization programme ofIndependent Directors. During the year under review one programme was conducted by thecompany. Details of such programme for Familiarizationof the Independent Directors are puton the website of the Company at the following web-link:https://www.lotuseye.org/investors.

STATUTORY DISCLOSURE:

None of the Directors of the Company is disqualified as per theapplicable provisions of the Act. A certificate in this regard is certified by theSecretarial Auditors is attached with the Corporate Governance Report

BOARD EVALUATION:

Pursuant to the provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anevaluation of its own performance the Directors performance individually as well asevaluation of the working of its Audit Committee and Nomination and RemunerationCommittee.

THE CRITERIA FOR PERFORMANCE EVALUATION ARE AS UNDER:

Performance evaluation of board:

Key Parameters: Degree of fulfillment of key responsibilities;Board structure and composition; Establishment and delineation of responsibilities toCommittees; Effectiveness of Board processes information and functioning; Board Cultureand Dynamics; Quality of relationship between the Board and the Management; Efficacy ofcommunication with external stakeholders etc.

Self Assessment of the Performance by Individual Directors (includingIndependent Director):

Key Parameters: Attendance at meetings; contribution at meetings;independence of judgement; direction / guidance to senior management etc.

Self Assessment of the Performance by the Board Level Committees:

Key Parameters: Degree of fulfillment of key responsibilities;Adequacy of Committee Composition; Effectiveness of meetings; Committee dynamics; Qualityof relationship of the committee with the Board and the management etc. The independentdirectors also at their meeting held on 21.03.2022 evaluated the performance of chairmanand other non-independent directors on the Board and expressed their satisfaction on theevaluation process. The Directors have expressed their satisfaction with the evaluationprocess.

REMUNERATION POLICY:

The Policy on Board Diversity and Nomination & Remuneration Policyas recommended by the Nomination & Remuneration Committee has been approved by theBoard of Directors. The said policies are annexed to the Board?s Report and are alsoavailable on the Company?s website at the following link:https://www.lotuseye.org/investors.

MEETINGS:

During the year under review four Board Meetings were held. Thedetails of the same are given in the Corporate Governance Report which forms part of thisReport as annexure. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

COMMITTEES OF THE BOARD:

Currently the Company has three Committees i.e. Audit CommitteeNomination and Remuneration Committee and Stakeholders? Relationship Committee. Thedetails of the compositions terms of reference meetings etc. of said Committees aregiven in the Report on Corporate Governance which forms part of this Report as annexure.

DIRECTORS? RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the Directorswould like to state that:

In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures

The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period

The Directors had taken proper and sufficient 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.

The Directors had prepared the annual accounts on a going concernbasis.

The Directors in the case of a listed company had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. the Directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during thefinancial year were on an arm?s length basis and were in the ordinary course of thebusiness. There was no subsequent material modifications to the existing related partytransactions. There are no materially significant related party transactions made by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large. Accordingly in the absenceof any transactions to report in Form AOC-2 in terms of Section 134 of the Act read withRule 8 of the Companies (Accounts) Rules 2014 the same is not annexed.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

There was no significant and material order passed by theRegulators/Courts/Tribunals which would impact the going concern status and Company?soperations in future.

SUBSIDIARY COMPANIES

:

The Company does not have any subsidiary company.

CHANGE IN NATURE OF BUSINESS IF ANY

During the year under review there was no change in nature of businessof the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There are no material changes and commitments affecting financialposition of the Company which have occurred between the end of the financial year of theCompany to which the Financial Statements relate and date of this report.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and designated employees in the course of day today business operations of the company. The Company believes in "Zero Tolerance"against bribery corruption and unethical dealings / behaviors of any form and the Boardhas laid down the directives to counter such acts. The code laid down by the Board isknown as "Code of Conduct" which forms an Appendix to the Code. The Code hasalso been posted on the Company?s website at the following link:https://www.lotuseye.org/investors

The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel haveconfirmed compliance with the Code. All Management Staff were given appropriate trainingin this regard.

DIRECTORS

There was no change in the composition of Board of Directors during thefinancial year 2021-22.

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial Personnel of the Company theirappointment / cessation during the year under review and remuneration are given in thedraft Annual Return for the period ending 31st March 2022 which can beaccessed at.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adopting highest standards of professionalismhonesty integrity and ethical behavior.

Your Company is committed to developing a culture where it is safe forany Whistle Blower to raise concerns about any poor or unacceptable practice and any eventof misconduct. The alleged misconduct may be classified in many ways; namely violation ofa law rule regulation and / or a direct threat to public interest such as health andsafety violations and corruption.

Your Company will not tolerate any form of victimization and will takeappropriate steps to protect a bona fide whistle blower and shall treat any retaliation asa serious disciplinary offence that merits disciplinary action. The Company will protectthe identity of the whistle blower if so desired provided that the whistle blower willneed to attend any disciplinary hearing or proceedings as may be required forinvestigation of the complaint. The mechanism provides for a detailed complaint andinvestigation process. If circumstances so require the employee can make complaintdirectly to the Chairman of the Audit Committee. The said mechanism can also be availed bythe Directors of the Company.

‘Whistle Blower Policy? of your Company is available on thewebsite of the Company at the following link: https://www.lotuseye.org/investors

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in theCompany?s shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed. The Board is responsible for implementation of the Code.

The same Code is available in the website of your Company at thefollowing link: https://www.lotuseye.org/investors

All Board of Directors and the designated employees have confirmedcompliance with the Code.

AUDITOR?S REPORT:

The were no observations in the Auditors' Report and the relevant notesthereon are self-explanatory and hence do not call for any further comments under Section134 of the Companies Act 2013.

AUDITORS:

M/s. Anbarasu & Jalapathi Chartered Accountants are your statutoryauditors who shall hold office till the conclusion of 25th Annual General Meeting. Thisyear the first term comes to end so that their re-appointment is kept for approval by theMembers of the company. Their re-appointment has been recommended by the Audit committeeand Board of Directors at their respective meetings held on 25.05.2022.

INTERNAL AUDITORS:

CA P Vishnu Adithan Practicing Chartered Accountant was appointed asthe Internal Auditors of the Company for the financial year 2021-22 pursuant to Section138(1) of the Act. The Internal Auditor has submitted his report to the Audit Committee ofthe Board.

SECRETARIAL AUDIT/AUDITORS:

Pursuant to provisions of section 204 of the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany has appointed Mr. P.Eswaramoorthy (CP No. 7069) Company Secretary in Practice toundertake the Secretarial Audit of the Company.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act 2013 theCompany has obtained a secretarial audit report. The Company Secretary in Practice hasmade his observation in Secretarial Audit Report. (MR-3) which is annexed herewithas

"Annexure IV.

COST AUDIT

The applicability of cost audit under section 148 is not applicable

DRAFT ANNUAL RETURN:

The draft annual return shall be available in the company website underthe following link

https://www.lotuseye.org/about-us/investors/#1630061317113-8798c95a-0937

BUSINESS RISK MANAGEMENT:

The Company has a robust Risk Management framework to identifyevaluate business risks and opportunities. This framework seeks to create transparencyminimize adverse impact on the business objectives and enhance the Company?scompetitive advantage. As part of the Risk Management framework the Company reviewedperiodically the various risks and finalized the mitigation plans. The identified riskareas were covered by the Internal Audit and major risks were discussed periodically. YourDirectors have constituted a Risk Management Committee which has been entrusted with theresponsibility to assist the Board in:

(a) Overseeing and approving the Company?s enterprise wide riskmanagement framework and processes;

(b) Identifying risks;

(c) Optimizing risk situations; and

(d) Strengthening the risk management system through continuouslearning and development.

PARTICULARS OF EMPLOYEES:

Statements containing the details as required in terms of theprovisions of Section 197 of the Act read with Rule 5(1) (2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached to thisReport as Annexure I. During the year under review no complaint /case was filedpursuant to Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Corporate Governance and Management Discussion & AnalysisReport which form an integral part of this Report is set out as separate Annexuretogether with the Certificate from the Auditors of the Company regarding compliance withthe requirements of Corporate Governance as stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. (Refer "Annexure II" and

"Annexure III"

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The details of Energy Technology Absorption Foreign ExchangeEarnings and Outgo are as under:

A) Conservation of Energy:

Steps taken for conservation The operation of the Company being service related requires normal consumption of electricity. The Company is taking every necessary step to reduce the consumption of energy.
Steps taken for utilizing alternate sources of energy Nil
Capital investment on energy conservation equipments In view of the nature of activities carried on by the Company there is no capital investment on energy conservation equipments.

B) Technology Absorption:

Efforts made for technology absorption Nil
Benefits derived Nil
Expenditure on Research & Development if any Nil
Details of technology imported if any Nil
Year of import Nil
Whether imported technology fully absorbed Nil
Areas where absorption of imported technology has not taken place if any Nil

C) Foreign Exchange Earnings/ Outgo (Rs. In Lakhs):

Earnings Nil
Outgo Nil

SEXUALHARASSMENTOF WOMENAT WORKPLACE (PREVENTION PROHIBITIONANDREDRESSAL) ACT 2013

Company has complied with provisions relating to constitution ofInternal complaints committee. There were Nil Complaints received during the FinancialYear 2021-22

INSOLVENCY AND BANKRUPTCY CODE 2016

There was no application made under the Insolvency and Bankruptcy Code2016 during the Financial year under purview.

FRAUDS UNDER SECTION 143(12) REPORTED BY STATUTORY AUDITORS

There was no instances of fraud reported during the financial year2021-22 by the statutory auditors.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and that such systems are adequate andoperating effectively.

LISTING WITH STOCK EXCHANGES

The company has listed its equity shares in Bombay Stock Exchanges andNational Stock Exchanges.

QUALIFICATION ADVERSE REMARKS RESERVATIONS BY AUDITORS IF ANY

There are no Qualification Adverse Remarks Reservations by statutoryAuditors in the Independent Auditors Report and secretarial auditors in the IndependentAuditors Report.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

Your Company has put in place well defined and adequate InternalControl System and Internal Financial Control (IFC) mechanism commensurate with sizescale and complexity of its operations to ensure control of entire business and assets.The functioning of controls is regularly monitored to ensure their efficiency inmitigating risks. A comprehensive internal audit department functions in house tocontinuously audit and report gaps if any in the diverse business verticals and statutorycompliances applicable.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks tothe Members of the Company Bankers State Government Local Bodies Customers SuppliersExecutives Staff at all levels for their continuous cooperation and assistance.

For and on behalf of the Board
(Sd/-)
Ms. Sangeetha Sundaramorthy KS Ramalingam
Managing Director Whole-Time Director
DIN: 01859252 DIN: 01016571
Place: Coimbatore
Date: 25.05.2022

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