NOIDA MEDICARE CENTRE LTD
Your Directors have pleasure in presenting the 28th Annual Report togetherwith Audited Statement of Accounts for the year ended 31st March 2017. The yearunder review has been good as company has witnessed upward trend in operation.
The company has managed to record a turnover of Rs. 1881.18 Lakh as compared to aturnover of Rs. 1031.11 Lakh for the previous year ended 31st March 2016.During the year under review Profit (Loss) before interest depreciation and taxation wasRs. (496.45) Lakh as compared to Rs. (359.55) Lakh in the previous year ended 31stMarch 2016.
The company has started regaining its place and your Board is confident that it wouldreturn to its full capacity very soon. We sincerely thank our shareholders bankersemployees doctors consultants and all stakeholders for their continued faithco-operation and support.
| ||Amount (INR) ||Amount (INR) |
|PARTICULARS ||For the Year ended March ||For the Year ended March |
| ||31 2017 ||31 2016 |
|Revenue from operations ||175990029 ||100536005 |
|Other income ||12128320 ||2575112 |
|Total Revenue ||188118349 ||103111117 |
|Expenses: || || |
|(a) Cost of Materials consumed ||43224879 ||30464526 |
|(b) Employee Benefit Expenses ||28016634 ||8548442 |
|(c) Finance costs ||32483693 ||28076736 |
|(d) Depreciation ||32282960 ||42609781 |
|(e) Other Expenses ||166521656 ||100054091 |
|Total expenses ||302529822 ||209753576 |
|Profit before exceptional and extraordinary items and tax ||(114411472) ||(106642460) |
|Exceptional items ||- ||- |
|Profit before extraordinary items and tax ||(114411472) ||(106642460) |
|Extraordinary Items || || |
|Profit before tax ||(114411472) ||(106642460) |
|Tax expense: || || |
|(a) Current Tax ||- ||- |
|(b) MAT Credit Entitlement ||- ||- |
|(c) Income Tax for earlier years ||618424 ||- |
|(d) Provision for Deferred Tax Liability / (Assets) ||(3055394) ||(4696899) |
|Profit (Loss) for the period from continuing operations ||(111974503) ||(101945562) |
|Profit/(loss) from Discontinuing operations (after tax) ||- ||- |
|Profit (Loss) for the period ||(111974503) ||(101945562) |
|Earnings per equity share: || || |
|(1) Basic ||(7.74) ||(7.05) |
|(2) Diluted ||(7.74) ||(7.05) |
During the year under report Kotak Mahindra Bank Ltd. continued to be the main bankerof the company. The company has been able to reduce its term loan facility from the Bankto Rs. NIL.
The details of secured borrowings as on 31-03-2017 are as under:-
|Secured Borrowings ||Amount in Rupees |
|(a) Loans repayable on demand ||As at 31-03-2017 |
|(i) Overdraft from Kotak Mahindra Bank Limited (Secured against Land and Building and Personal Guarantee of Promoter Director) ||59533047 |
|(ii) LC Devolvement from Dhanlaxmi Bank Limited (Secured against Land and Building and Personal Guarantee of Promoter Director) ||137291041 |
|(iii) Loan from Reliance Capital (Secured against Equipment and Personal Guarantee of Promoter Director) ||500000 |
|Total ||197324088 |
TRANSFER TO RESERVE
Your Board has not recommended any transfer to the Reserve during the year underconsideration.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There is nothing to report under this head as company has not changed its nature ofBusiness during the financial year under consideration
There is no change in the share capital of the company during the year and hence nocomment is required.
Your company has not paid any dividend for the year under consideration.
The company has not invited any deposit from the public.
The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board/CommitteeGovernance. The aspects covered in the evaluation included the contribution to andmonitoring of corporate governance practices participation in the long-term strategicplanning and the fulfillment of Directors' obligations and fiduciary responsibilitiesincluding but not limited to active participation at the Board and Committee meetings.The Chairman and Managing Director had one-on-one meetings with the Independent Directorsand the Chairman of the Nomination and Remuneration Committee had one-on-one meetings withthe Executive and Non-Executive Directors. These meetings were intended to obtainDirectors' inputs on effectiveness of Board/Committee processes. The Board considered anddiscussed the inputs received from the Directors. Further the Independent Directors attheir meeting reviewed the performance of Board Chairman and Managing Director and ofNon-Executive Directors.
NOMINATION AND REMUNERATION POLICY [COMPANY'S POLICY ON APPOINTMENT OF DIRECTORS THEIRREMUNERATION AND OTHER RELATED THINGS!
The company is having its policy on appointment of Directors their Remuneration andother related things which are in conformity with the Laws Rules and Regulations. TheNomination and Remuneration Committee of the Board has to play a wider role in the matter.The Board has on the recommendation of the Nomination and Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management and theirRemuneration. As part of the policy the Company strives to ensure that:
a) the level and composition of Remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
b) relationship between Remuneration and Performance is clear and meets appropriatePerformance Benchmarks; and
c) Remuneration to Directors KMP and Senior Management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the Company and its goals.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this report.
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of employeesdrawing remuneration in excess of the limits set out in the said Rules forms part of theReport.
The said information is also available for inspection at Registered Office of theCompany during working hours. Any member interested in obtaining such information by postmay write to the Company Secretary at the registered office and the same will befurnished on request. Further the details are also available on the Company's website: www.nmc.co.in DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the company is duly constituted and there is no change incomposition of the Board since last Annual General Meeting. As per the Companies Act2013 Mr. Manjeet S Bedi will retire at the Annual General Meeting and being eligibleseeks re-appointment.
Pursuant to section 203 of the Companies Act 2013 the Key Managerial Personnel of thecompany are as under:-
|Name of the KMP ||Designation |
|Dr. (Maj) Naveen Chaudhri ||Managing Director |
|CS Kumari Shashi Sinha ||Company Secretary |
The information on the particulars of the Director (s) seeking re-appointment includingProfile particulars of experience attributes and skills as required under relevantclause of the Listing Agreement read with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is furnished elsewhere in this report.
DECLARATION BY INDEPENDENT DIRECTORS
The independent Directors of the company in opinion of the Board are the person ofintegrity and possess relevant expertise and experience. They are or were not a Promoterof the Company or its Holding Subsidiary or Associate Company and they are not related toPromoters or Directors of the Company its Holding Subsidiary or Associate Company. Theyincluding their relatives have or had no Pecuniary Relationship with the Company itsHolding Subsidiary or Associate Company or their Promoters or Directors during the twoimmediately preceding financial years or during the current financial year. They are notrelated with the company in any manner or aspect except being Independent Director. Thedeclaration as required under section 149 (6) has already been obtained.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
There are no subsidiary/Joint Ventures/Associate Companies and hence no comment isrequired.
COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSE REMARK ORDISCLAIMER
There is no qualification reservation or adverse remark or disclaimer made by theauditor in his report; and by the company secretary in practice in his secretarial auditreport hence no comment is required.
INTERNAL CONTROL SYSTEM
This Forms an integral part of the Management Discussion and Analysis Report.
DISCLOSURE ABOUT COST AUDIT AND COST RECORDS
The provisions pertaining to Cost Audit are not applicable to your company.
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act Rules and Regulations made there under the Companyhad appointed M/s. AKP & Associates Company Secretaries (Practising CompanySecretary) as Secretarial Auditor of the company for the year 2016-17. The Board considershis services valuable as far as corporate compliance is concerned and has proposed hisre-appointment as Secretarial Auditor of the Company for the year 2017-18. The report ofthe Secretarial Auditor has been obtained and is being annexed to this report. The reportis self-explanatory and do not call for any further comments.
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for Directors and Employees to Report Genuine Concerns has beenestablished. The purpose is to strengthen its policy of corporate transparency and toestablish an innovative and empowering mechanism for employees. Employees can report tothe Management their concerns about unethical behaviour actual or suspected fraud orviolation of the company's code of conduct or ethics or policy.
RISK MANAGEMENT POLICY
Company is exposed to inherent uncertainties owing to the sectors in which it operates.A key factor in determining a company's capacity to create sustainable value is the risksthat the company is willing to take (at strategic and operational levels) and its abilityto manage them effectively. Many risks exist in a company's operating environment and theyemerge on a regular basis. The Company's Risk Management Process focuses on ensuring thatthese risks are identified and addressed on a timely basis. The Board of Directors hasconstituted a Risk Management Committee. The Committee has adopted a Charter that outlinesthe role responsibilities and powers of the Committee and the procedure for organizingthe meeting of the Committee. The purpose of the Committee is to assist the Board ofDirectors in fulfilling its oversight responsibilities with regard to "EnterpriseRisk Management". The Committee reviews the risk management practices and actionsdeployed by the Management with respect to identification impact assessment monitoringmitigation and reporting of key risks. Further the Committee endeavours to assist theBoard in framing implementing and monitoring the Risk Management Plan for the Company andreviewing and guiding the risk policy. The Committee also guides Management in developingthe Risk Management Policy and in implementing an appropriate Risk ManagementSystem/Framework for the Company.
HEALTH SAFETY & WELFARE (HSW)
Safety occupational health and welfare of the employee has been the prime concerns ofthe Noida Medicare Centre Limited and accordingly your company has worked uponimplementation of various provisions and facilities in this regard and continuouslyworking for betterment of the same.
DETAILS OF THE BOARD MEETING
The Details of the Board meeting held during the year ended on 31-03-2017 forms anintegral part of Corporate Governance Report. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2017 CORPORATE GOVERNANCE
Your company continues to place greater emphasis on managing its affairs withdiligence transparency responsibility and accountability. It is the endeavour of thecompany to implement these values to attain Excellency in all the fields directly orindirectly related to the company. The company has implemented the conditions of CorporateGovernance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with Stock Exchanges during the year ended 31st March 2017.A report on Corporate Governance along with a certificate of compliance from the Auditors'of the company is annexed and forms part of this report.
A declaration by the Chairman & Managing Director pursuant to regulation 17(5)(a)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 stating thatall the Board Members and Senior Management of the Company have affirmed compliance withthe code of conduct during the financial year ended 31st March 2017 is alsoattached with this report.
As per section 139 of the Companies Act 2013 which deals with criteria forappointment and mandatory rotation of the Statutory Auditors read with rules andregulations made thereunder it is mandatory to rotate statutory auditors of the companyon completion of two terms of five consecutive years. The rules also lay down therotational period that can be served by the existing Auditors depending on the number ofconsecutive years for which an Audit Firm has been functioning as Auditor in the samecompany. The existing auditors M/s N K Duggal & Co Chartered Accountants (FirmRegistration No-004809N) have been serving the company since last 25 years (Approx) andshall be completing the maximum number of transition period i.e. three years at theensuing 28th Annual General Meeting.
The Audit Committee of the company has proposed and recommended the appointment of CAKeshav Prasad Bansal (Membership Number-505117) for one year i.e. for FY-2017-18. Thefirst year of Audit will be for the FY 2017-18 which includes the audit of quarterlyfinancial statement of the company.
In line of above the Board has also recommended appointment of said CA Keshav PrasadBansal for one year for Financial Year 2017-18 at its meeting held on 14th day of August2017 subject to ratification by the shareholders at ensuing Annual General Meeting.
The Audit Report does not contain any adverse remark. The Notes forming part of theAccounts being self-explanatory the comments made by the Auditors in their report arenot being dealt separately.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an Extract of Annual Return in MGT9 as a part of this Annual Report is attached.
DISCLOSURE AS PER RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
The disclosure as per rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is being attached separately as an integral part of thisreport.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No such changes and commitments have taken place during the year under consideration.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is nothing to report under this head.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
There is nothing to report under this head.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is No contract or arrangements entered into by the Company with related partiesduring the financial year 2016-17 OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new Act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee. Company has adopted a policy for prevention of SexualHarassment of Women at workplace and has set up Committee for implementation of saidpolicy. During the year the company has not received any complaint of harassment.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
a) Conservation of energy
|S No. Particulars ||Details Information |
|(i) the steps taken or impact on conservation of energy ||? Phasing out of mercury lamps/CFL with LED Lamps. |
| ||? Optimizing the usage of AHU's to avoid idle running |
| ||? Maintenance of plant on a regular basis. |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||- |
|(iii) the capital investment on energy conservation equipment's ||- |
|(b) Technology absorption || |
|S No. Particulars ||Details Information |
|(i) the efforts made towards technology absorption ||The company focuses and strives hard to continuously upgrade the technology to deliver quality healthcare of international standards without however resorting to any imports |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||- |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||- |
|(a) the details of technology imported; || |
|(b) the year of import; || |
|(c) whether the technology been fully absorbed; || |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||- |
|(iv) the expenditure incurred on Research and Development ||- |
(c) Foreign exchange earnings and Outgo Foreign Exchange Transaction Details
|Particulars ||Current Year (Rs.) ||Previous Year (Rs.) |
|a) Expenditure in Foreign Currency ||NIL ||NIL |
|b) Earnings in Foreign Exchange ||NIL ||308663 |
CORPORATE SOCIAL RESPONSIBILITY
Your hospital always has a deep sense of responsibility towards the community and takesits social commitment very seriously. The recent provisions of the Companies Act 2013however are not applicable to your company but as a committed healthcare organization ithas constituted a committee of independent/nonexecutive directors to guide/ suggest to theBoard various CSR measures from time to time. During the year under report your hospitalhas organized many free health check-up camps of varied medical disciplines at thehospital premises and also at the premises of public/private service corporations. Besidesyour hospital has been providing subsidized / free medical services to the underprivileged section of the society.
This forms part of the Management and Discussion Analysis Report annexed with the BoardReport.
The Equity Shares of your company are listed with the Bombay Stock Exchange. Yourcompany is in process to pay the Listing Fees for the year to the Stock Exchange(s).
DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 134 OF THE COMPANIES ACT 2013
The financial statements are prepared in accordance with the Indian Generally AcceptedAccounting principles (GAAP) under the historical cost convention on the accrual basis.GAAP comprises mandatory accounting standards as prescribed by the Companies (Accountingstandard) Rules 2006 the provisions of the Companies Act 2013 and the guidelines issuedby the SEBI. The Board accept responsibility for integrity and objectivity of thesefinancial statements. The Accounting policy used in preparation of the financialstatements has been constantly applied except otherwise mentioned in the Notes. The Boardhas taken sufficient care to maintain adequate accounting records in accordance with theprovisions of the Companies Act 2013 to safeguard the assets of the company and toprevent and detect fraud and other irregularities.
Pursuant to the requirement under Section 134 (3) read with 134 (5) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is hereby confirmedthat:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITHTHE CODE OF CONDUCT
The declaration regarding compliance by Board members and senior management personnelwith the code of conduct of the company has been obtained and forms part of this AnnualReport
Your Directors wish to thank and deeply acknowledge the co-operation assistance andsupport extended by Bankers Statutory Auditors Practicing Company Secretaries. YourDirectors also wish to place on record their appreciation for the sincere and dedicatedservices rendered by the Consultant Doctors and Employees at all levels and also thankthe Private/Public Sector Corporation(s) Government Authorities business associates fortheir continued support and co-operation.
The Directors also take this opportunity to thank the fraternity of shareholders fortheir continued confidence & trust reposed in the company.
| ||For and on behalf of the Board |
|Date: 14/08/2017 ||Dr. (Maj) Naveen Chaudhri |
|Place: Noida (U.P.) ||(Chairman & Managing Director) |
| ||DIN-00152598 |