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N G Industries Ltd.

BSE: 530897 Sector: Health care
NSE: N.A. ISIN Code: INE825C01018
BSE 00:00 | 19 Jul 71.55 -0.50
(-0.69%)
OPEN

72.00

HIGH

72.00

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71.55

NSE 05:30 | 01 Jan N G Industries Ltd
OPEN 72.00
PREVIOUS CLOSE 72.05
VOLUME 12
52-Week high 99.50
52-Week low 65.00
P/E 17.04
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 72.00
CLOSE 72.05
VOLUME 12
52-Week high 99.50
52-Week low 65.00
P/E 17.04
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

N G Industries Ltd. (NGINDS) - Director Report

Company director report

TO

THE MEMBERS:

Your Directors have pleasure in submitting the 23rd Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2017.

FINANCIAL HIGHLIGHTS :

The financial results of the Company are summarised below:

Particulars Year ended 31st March 2017 Year ended 31st March 2016
(Rs. in lacs) (Rs. in lacs)
Income from Operations 1728.07 1693.02
Other Income (1.79) (6.80)
Total Income 1726.28 1686.22
Total Expenditure 1446.18 1385.68
Interest 0.76 0.84
Depreciation 57.22 58.09
Profit before Taxation 222.12 241.61
Provision for Taxation
Current 'l ax 74.45 81.90
Deferred Tax 5.82 4.75
Income Tax Adjustment for the earlier year (0.08) 1.83
Net Profit 141.93 153.13
Proposed Dividend 117.27 117.27
Tax on Dividend 23.87 23.87
Earnings per Share (Rs.) 4.24 4.57

OPERATIONS AND PROSPECTS :

The Company could muster modest growth in the increasingly competitive environment inthis sector. Demonetization effected growth in our Diagnostics division during last twoquarters for obvious reasons. State government commissioned several super specialityhospitals this year resulting in large recruitment of doctors paramedical stafftechnicians nurses creating a challenge in terms of attrition for all healthcare unitsresulting in higher costs lor the Company towards manpower and employees. Towards the endof the year certain incidents in large private corporate hospitals of the city drewconsiderable unfavorable media attention which has dented the trust between citizensdoctors and private healthcare establishments of the state. It has even lead to migrationof patients to already burdened government run hospitals. This will be a challenge for theindustry as a whole to quickly reverse the effects of this phase.

Despite these challenges we consider your Company's performance as satisfactory. Itgives us immense satisfaction to report that wc have remained throughout as an ethicalefficient and customer centric Company and have pursued our long term strategy to improveour long term competitiveness in the business through operational excellence. The outlookof the Company can be thus in line with its current performance.

There was no change in the nature of the business of the Company during the year.

DIVIDEND :

Your Directors recommend a Dividend of Rs. 3.50 per Equity Share (Previous YearRs.3.50) for your consideration for the year ended 31 st March 2017. The Dividend will bepaid after it is approved at the forthcoming Annual General Meeting.

TRANSFER TO GENERAL RESERVE :

No sum has been transferred to the General Reserves of the Company at the end of theYear.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND :

In terms of section 125 of the Companies Act 2013 dividends unpaid/unclaimed up tothat for financial years 2008-2009 which remain unpaid or unclaimed for a period of 7(Seven) years have been deposited in the Investor Education & Protection Fund (IEPF)established by the Central government. As per the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Amendments Rules 2017 notified on 28lhFebruary 2017 the Company will transfer after 3Tl May 2017 shares held innames of those whose dividend has remained unpaid/unclaimed for past 7 seven consecutiveyears to IEPF as stipulated. List of such shareholders to whom individual notices havebeen sent as well as names with details have been put up on the Company's website.

TRIBUTE :

Your Directors join all employees shareholders friends associates and citizens inpaying our tribute to Late Shri Banwari Lai Goenka who passed away on 11thNovember 2016. He was a Director on our board for long years till 1st October2012. He has throughout been a source of inspiration to us in our Company in many waysthan one can cite. An extraordinary man a visionary' and a good human being. He will bemissed by many amongst us his family as well as many friends and followers.

AUDITORS :

Your Directors recommend appointment of M/S Pushpendra Jain & Co. CharteredAccountants (Firm Registration no. 320233E) as Statutory Auditors of the Company subjectto approval by shareholders of the Company for a period of one year from the conclusionof the forthcoming Annual General Meeting of the Company in place of M/s M.R. Singhwi& Co. Chartered Accountants (Firm Registration no. 312121E) the existing StatutoryAuditors of the company whose term will come to end at the forthcoming Annual GeneralMeeting. This is in Compliance with the requirements of section 139 of the Companies Act2013 read with the Companies (Audit & Auditors) Rules 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL :

Mr. Vinod Kumar Singhi has been one of the Independent Directors of the Company forlong and has served and provided leadership and guidance to the board for past severalyears. He has informed the board about his decision to relinquish his position asIndependent Director of the company due to personal reasons with effect from the date ofthe forthcoming Annual General Meeting of the Company. The board accepted to release himaccordingly and wishes to place on record its sincere appreciation for such long andunstinted service with dedication that he has provided. The board has decided not toappoint anyone else in his place at present.

Ms. Neha Goenka Director of the Company retires by rotation and being eligible offersherself for re-appointment in the ensuing Annual General Body Meeting.

The Company has designated Mr. Rajesh Goenka Whole-time-Director & Chairman Mr.Santosh Kumar Thakur- Chief Financial Officer and Mr. Dipak Kumar Shaw - Company Secretary& Compliance Officer as Key Managerial Personnel. Mr. Dipak Kumar Shaw was appointedas Company Secretary & Compliance Officer with effect from 14'1' February2017.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES :

The Company does not have any Subsidiary/ Joint venture or Associate Company within themeaning of the Companies Act 2013.

WHISTLE BLOWER MECHANISM :

The Company has put in place Whistle Blower Mechanism details of which arc given inCorporate Governance Report forming part of this report.

LOANS INVESTMENT AND GUARANTEES BY THE COMPANY :

There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013.

NUMBER OF MEETING OF BOARD OF DIRECTORS :

The Board of Directors have met 6 times and Independent Directors once during the yearended 3151 March 2017.Details of the meetings and attendance of the Directorsarc provided in the Corporate Governance Report.

DETAILS OF COMMITTEE OF DIRECTORS :

Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship Committee of Directors number of meetings held ofeach Committee during the financial year 2016-2017 and meetings attended by each member ofthe Committee as required under the Companies Act 2013 are provided in CorporateGovernance Report and forming part of this Report.

The Recommendations by the Audit Committee as and when made to the Board have beenaccepted.

DIRECTOR REMUNERATION POLICY :

The Company has followed a Policy on Appointment and Remuneration of Directors andsenior management employees. This policy is approved by the Nomination & RemunerationCommittee and the Board. Details of the same are covered under Corporate GovernanceReport.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS :

I'he Board of Directors of the Company has initiated and put in place a policy forevaluation of its own performance its Committees and individual directors. The result ofthe evaluation is satisfactory and adequate and meets the requirement of the Company.Further details are outlined in the Corporate Governance Report forming a part of thisreport.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS :

Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the Compliance of the Conditions of theindependence stipulated in the aforesaid section.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

Internal Audit has been conducted throughout the organization by qualified outsideInternal Auditors. Findings of the Internal Audit Report are reviewed by the topmanagement and by the Audit Committee of the Board and proper follow up action is ensuredwherever required. The Statutory Auditors have evaluated the systems of internal controlsof the Company and have reported that the same are adequate and commensurate with size ofthe Company and nature of its business.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL)ACT 2013 :

The Company has put in place an Internal Complaints committee to redress complaintsreceived regarding sexual harassment from any employee of the Company. The committeecomprising of majority of women employees is constituted for the purpose of ensuringCompliance towards the provisions of the above Act. During the year 2016-2017 nocomplaints were received by the said committee.

LISTING WITH STOCK EXCHANGES :

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company hereby declares that the Listing of its Shares at TheCalcutta Stock Exchange Ltd. as well as BSE Ltd continued throughout the year and theListing Fee due till date stands paid.

DEMATERIALISATTON OF SHARES :

In order to facilitate dealing in shares in the electronic mode your Company hasentered into an arrangement with the National Securities Depository Limited (NSDL) andCentral Depository Services (India) Limited (CDSL). With this the members have the optionto trade their dematerialised shares in the Company through NSDL or CDSL. Securities andExchange Board of India (SEBI) has made it mandatory for all investors to trade in theshares of the Company in dematerialised form. The Company's Shares have been allottedISIN:1NE825C01018.

The Company has not issued any sweat equity shares bonus employee stock option andnot called for buyback of shares during the current financial year. Directors also confirmthat there are no shares under suspense status.

AUDITORS AND AUDITOR'S REPORT :

M/s. M. R. Singhwi & C'o. Chartered Accountants Kolkata (Firm Registration No.31212 IE) are Statutory' Auditors of the Company whose period comes to an end in theensuing Annual General Meeting. The notes on account referred to in the Auditor's Reportare sell- explanatory and therefore do not call for further explanation. There are noqualifications in their repoit requiring explanation from the board.

COST AUDIT :

Cost Audit is not applicable to the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The particulars as prescribed under Section 134(3) (in) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 arc as follows

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy;

The operations of the Company being healthcare establishments the Company is takingevery' necessary' step to reduce the consumption of energy.

(ii) The steps taken by the Company for utilizing alternate source of energy7;

Your Company is exploring the possibility7 of utilizing alternate sources ofenergy7 which may be taken up for future Implementation when found to becredible and viable.

(iii) Thc capital investment on energy conservation equipment:

Though investments have been made in areas like change over to LED lights Energyaudits Load balancing replacement with energy saving air conditioners etc no specificbudgets or heads of such are accounted for in view of major energy specific project beingyet to be taken up.

B. TECHNOLOGY ABSORPTION

The nature of the Company's operations being healthcare delivery the requiredinformation in the prescribed manner is considered to be not applicable to the Company.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review there were no inflow & outgo of Foreign Exchange.

RISK MANAGEMENT :

The provisions relating to composition of a Risk Management Committee are notapplicable to the Company. CORPORATE SOCIAL RESPONSIBILITY :

Provisions relating to Corporate Social Responsibility are not applicable to theCompany

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

Disclosure pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 there are no employees getting remuneration exceedingthe limit..

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 details are as detailed below

Remuneration etc Pursuant to Section 197(12) and Rules made there under are as below.

The ratio of the remuneration of Director to the median employee remuneration for theyear

i) Name: Mr. Rajesh Goenka (Chairman & Whole time Director)- Ratio 9.66:1

ii) The percentage increase in remuneration of Directors Chief Financial OfficerCompany Secretary

1. Rajesh Goenka (Chairman & Whole time Director): NIL

2. Santosh Kumar Thakur (CFO): 13.37%

3. Dipak Kumar Shaw (Company Secretary): First year in appointment.

iii) The percentage increase in the median remuneration of employees in the financialyear :12.48%

iv) There were 76 permanent employees on the rolls of the Company as on March 312017.

v) It is hereby affirmed that the remuneration paid during the year ended 3 lslMarch 2017 is as per the Remuneration policy of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors state that:

• In the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures.

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that arc 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 of the Company for that period.

• The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

• The Directors have prepared the annual accounts on a going concern basis.

• The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectivelyand

• The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems arc adequate and operatingeffectively.

MANAGEMENT DISCUSSION & ANALYSIS

A) INDUSTRY STRUCTURE & DEVELOPMENT :

Rising incomes in the hands of our citizens increasing health awareness in society atlarge increasing population of older citizens new technologies in the sector longerlife expectancy health insurance penetration and medical tourism arc contributing to thegrowth in healthcare sector.

B) OPPORTUNITIESTHREATSRISKS AND CONCERNS :

The business runs the risk of unfavorable publicity in ease of unsuccessful treatmenttranslating into reduction of patient flow risk of good professionals leaving the Companyand it stands to lose years of on job training and risk of Independent Doctors beginningto refer patients elsewhere. With several Medical Centers coming up in the citycompetitive threats cannot be ignored. Unfavorable publicity resulting out of few cases inprivate healthcare hospitals of Kolkata has lead to migration of cases from private togovernment hospitals towards end of 2016-2017. The trust between citizens and Doctors aswell as establishments has weakened affecting the whole sector. This challenge will haveto be met by all with more transparent and diligent sendees.

The Company mitigates these risks through adopting ethical practices transparentdealings with patients and explaining to them in plain layman language the pros and consof the treatment with realistic assessments of recovery. Quality Surveillance andadherence to strict protocols also mitigates risks. The Company provides professionals avery good and challenging environment with continuous growth and also looks out to inductnew and good professionals to keep strengthening its team. To face competition the Companykeeps close interaction with Doctors and strives to keep services at levels meeting theirstandards. Company is also continuously investing in newer Technologies and equipments tostay ahead in offering value added and superior quality of tests at affordable tariffs.

C) OUTLOOK:

Although the Company operates in an industry that is increasingly getting morecompetitive the outlook of your Company looks good on account of our adherence to qualityof services affordable tariffs and trust earned through over two decades of diligentservice to citizens. The Company on its pan is facing the challenges to entire privatesector healthcare and its image and credibility through consistent credible andtransparent dealings and greater communication with patient families on all aspects oftreatment.

D) INTERNAL CONTROL :

Your Company has adequate internal control systems commensurate with its size ofoperations. Please see paragraph with heading internal control systems and their adequacyin this report.

E) HUMAN RESOURCES/INDUSTRTAL RELATIONS :

Your Company has during the previous year continued to have cordial industrialrelations with its employees. The number of' employees of the Company at the end of theyear was 76

F) FINANCIAL AND OPERATIONAL PERFORMANCE :

Has been detailed already in this report.

CORPORATE GOVERNANCE :

The Corporate Governance Report forms an integral part of this Report and arc set. outas separate annexure to this Report. The certificate from the Auditors of the companycertifying compliance of conditions of Corporate Governance stipulated in the ListingAgreement with the Stock Exchanges is also annexed to Report on Corporate governance.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY :

All contracts / arrangements/ transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contracts/ arrangements/transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to notes to the financial statement whichsets out related party disclosures. SECRETARIAL AUDITOR :

The Board has appointed S. Rath & Co. Practicing Company Secretary to conductSecretarial Audit for the financial year 2016-2017. The Secretarial Audit Report for thefinancial year ended 3 March 2017 is annexed herewith to this report. There are noqualifications in their report requiring explanation from the board.

EXTRACT OF ANNUAL RETURN :

Extract of Annual Return of the Company is annexed herewith to this report.

DEPOSITS :

The Company has not accepted any deposits from public during the period under reviewand accordingly no amount was outstanding as on the date of the Balance Sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year to whichthe financial statements relate and the date of the report.

ACKNOWLEDG EM ENTS:

Your Directors acknowledge the co-operation and assistance received from theShareholders Doctors Banks and various Government Agencies. Your Directors wish to placeon record their sincere appreciation for the contribution made by the employees.

For and on behalf of Board of Directors
Place : : Kolkata Rajesh Gocnka
Date :29th day of May 2017 Chairman