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Soni Medicare Ltd.

BSE: 539378 Sector: Health care
NSE: N.A. ISIN Code: INE848R01018
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NSE 05:30 | 01 Jan Soni Medicare Ltd
OPEN 20.75
PREVIOUS CLOSE 21.00
VOLUME 54
52-Week high 42.60
52-Week low 20.00
P/E 65.63
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.75
CLOSE 21.00
VOLUME 54
52-Week high 42.60
52-Week low 20.00
P/E 65.63
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Soni Medicare Ltd. (SONIMEDICARE) - Director Report

Company director report

To

The Members

SONI MEDICARE LIMITED

Your Directors have pleasure in presenting the 33rd Annual Report of yourCompany together with the Audited Statement of

Accounts and the Auditors' Report of your company for the financial year ended 31stMarch 2021.

1. Financial Results:

The Company's financial performance for the year ended March 31st 2021 issummarized below:

Particulars 2020-21 2019-20
Revenue from
Operation including other income 1606569.39 1575020.77
Expenses excluding 1594166.66 1571573.10
Depreciation
Depreciation and Amortization 74084.96 75951.18
Profit/(loss) before exceptional items and tax (61682.23) (72503.51)
Exceptional Items
(Provision for gratuity) -- --
Profit (loss) before Tax (61682.23) (72503.51)
Current Tax -- --
Deferred Tax (4717.43) 54022.49
Adjustment
Profit (loss) After Tax (56964.80) (126526.00)
Share capital 426490.00 426490.00
Reserve & Surplus
Profit/(Loss) 31254.84 88282.10
Total borrowings 694351.49 559677.74
Earnings per share
(Rs.) (1.34) (2.97)

NOTES : The above figures are extracted from the standalone financial statementsprepared in compliance with the Indian Accounting Standards (Ind AS) and comply with allaspects of the Indian Accounting Standards (Ind AS) notified under Section 133 of theCompanies Act 2013 (the Act) [Companies (Indian Accounting Standards) Rules 2015(amended) ] and other relevant provisions of the Act.

2. COVID-19:

In the last F.Y 2020 the COVID-19 pandemic developed rapidly into a global crisis forthe Company the focus immediately shifted to ensuring the health and well-being of allemployees. The Company is running hospital in the name of Soni Hospitals situated at JLNMarg Jaipur and it comes under the ambit of essential services and was allowed to operateduring the lockdown. Various initiatives have been taken to ensure the patient and staffsafety such as screening at entry separate patient flow as well as setting up a separatewing for Covid patients altering the visiting hours vaccination of staff use of PPEkits etc. Mandatory Covid tests for patients who will be undergoing any surgicalprocedure. Separate wing for Covid patients was being set up and their treatment was donefollowing all the government norms. Being a Covid center for the treatment of Covidpatients it is also engaged in providing vaccination to public following the Governmentnorms. It also witnessed increase in its operational costs due to adoption of infectioncontrol measures for healthcare workers and patient (for example disposables use stafftraining shift management technology deployment staff insurance coverage disinfectionprocedures lodging and transport of staff etc.). But Company took measure for costcutting during the year. Due to COVID and lockdown our turnover decline in 1stand 2nd quarter but the same has increased in 3rd quarter & 4thquarter due to COVID patients treatment in this financial year and overall turnover isincreased against previous financial year and also loss during the year decline againstprevious financial year.

3. COMPANY'S PERFORMANCE:

The Revenue from Operations for F.Y 2021 was Rs. 1579097.46 as compared to theprevious year's revenue of Rs. 1517086.07. The profit/loss after tax for F.Y 2021 andF.Y 2020 was (56964.80) and (126526.00) respectively. Due to COVID and lockdown ourturnover decline in 1st and 2nd quarter but the same has increasedin 3rd quarter & 4th quarter due to treatment of COVID patients.

4. STATE OF COMPANY'S AFFAIRS:

Information on Companies operations is given in the Management Discussion &Analysis Report forming part of this Report.

5. DIVIDEND:

Keeping in view the losses for the year under review the Board of Directors of theCompany have not recommended any dividend for the Financial Year 2020-21.

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS.

The Company has proper place and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and all assets andresources are acquired economically used efficiently and adequately protected.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEENTHE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes after the balance sheet date which may materially affectthe financial position of the company or having any material impact on the operations ofthe Company.

8. CHANGES IN NATURE OF BUSINESS:

There is no change in the nature of business in comparison to immediately precedingyear.

9. CHANGES IN SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company has no subsidiaries joint ventures or associates during the year andtherefore no details are required to be given.

10. CONSOLIDATED FINANCIAL

STATEMENTS:

The Company has no Subsidiary Associate or Joint Venture and therefore question ofconsolidated financial statement do not arise.

11. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

12. SHARE CAPITAL:

The Company has 4264900 Equity Shares of Rs. 10 each amounting to Rs. 42649000during the year under review; the Company has not issued any shares or any convertibleinstruments. 3

The Company has only one class of Equity Share having a par value of Rs. 10/-eachholder of share is entitled to one vote per share with same rights.

During the Year 2020-21 the company has not made any issue of equity shares withdifferential voting rights Sweat Equity Shares and employee stock option.

13. TRANSFER TO RESERVES:

The Company proposes to transfer no amount to the general reserve.

14. EXTRACT OF THE ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed there under theextract of the annual return for F.Y 2021 is given in the prescribed Form No. MGT- 9 whichis a part of this report.

15. BOARD EVALUATION:

The performance evaluation of the individual Directors including chairman of Board wasdone in accordance with the provision of the Company Act 2013.

16. DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

APPOINTMENT OF DIRECTORS RETIRING BY ROTATION:

As per section 152 of the Companies Act 2013 Mrs. Anju Soni would retireby rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

INDEPENDENT DIRECTORS:

The Board of Directors of the Company consists of 5 (Five) Directors 3 (Three) areNon-Executive -Independent Directors.

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

COMPOSITION OF BOARD OF DIRECTOR:

The Board of the Company as on March 31 2021 consists of 5 (Five) Directors 3 (Three)are Non-Executive - Independent Directors and 1 (One) Executive Director and 1 (One)Non-Executive - Non Independent Director.

COMPOSITION OF KEY MANAGERIAL PERSONNEL (Other Than Board of Directors):

There has been change in the CFO during the year by way of appointment of Mr.Bhoop Singh and resignation of Mr. Namit Soni w.e.f 13thFebruary 2021. Company has one Company Secretary named Ms. Sweety Mamodia.

17. 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:

The information required under the provisions of section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to theconservation of energy and technology absorption is not applicable as the Company is notcarrying out any manufacturing operation.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars As on 31.03.2021 As on 31.03.2020
a) Earnings in foreign exchange Nil Nil
b)Expenditure / outgo in foreign exchange (Travelling) Nil Nil

18. NUMBER OF MEETINGS OF THE BOARD

OF DIRECTORS

The Board of Directors during the year 2020-21 met six times on:

S. Date of Board Board's No. of Directors
No. Meeting Strength Present
1. 20-04-2020 5 5
2. 30-07-2020 5 5
3. 05-09-2020 5 5
4. 14-09-2020 5 5
5. 09-11-2020 5 5
6. 13-02-2021 5 5

23. DETAILS OF ESTABLISHMENT OF VIGIL

MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has put in place Vigil Mechanism for Directors and Employees of theCompany.

24. CORPORATE SOCIAL RESPONSIBILITY

(CSR):

As the Company does not fall under the Class of Companies as prescribed under Section135 of Companies Act 2013 and Rules made there under therefore the provisions related toCorporate Social Responsibility is not applicable to the Company.

Therefore Company is not liable to contribute towards Corporate Social

25. PARTICULARS OF LOANS

GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of loans guarantees and investments as per Section 186 of the Act bythe Company have been disclosed in the financial statements.

26. PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES:

None of the transactions with related parties fall under the scope of Section 188(1) ofthe Act. The information on transactions with related parties pursuant to Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Form No. AOC-2 and the same forms part of this report.

27. MANAGERIAL REMUNERATION:

None of the employees of the company was in receipt of the remuneration exceeding theAppointment and Remuneration of Managerial Personnel of the Companies Act 2013 limitsprescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies during the yearunder review.

The Company does not have any material information to report in accordance to Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

28. AUDITORS AND AUDIT REPORT

a. STATUTORY AUDITORS:

In accordance with Sec 139 of the Companies Act 2013 M/s A. Natani & Co.Chartered Accountants (Firm Registration No. 007347C) were appointed by the

shareholders of the company at the Annual General Meeting held on September 26 2017for a period of 5 years to hold office from the conclusion of 29th AnnualGeneral Meeting till the conclusion of the 34th Annual General Meeting of theCompany to be held in calendar year 2022.

The Ministry of Corporate Affairs vide its Notification dated May 7 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence approval of the members for the ratification of auditor'sappointment is not being sought at the ensuing Annual General Meeting.

b. AUDITORS REPORT:

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation undersection 134(3)(f) of the Companies Act 2013 from the Directors. Further the notes toaccounts referred to in the Auditors Report are self-explanatory.

c. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company with theapproval of its Board appointed M/s. MKGP & Associates. a firm ofCompany Secretaries in Practice to undertake the Secretarial Audit of the Company for thefinancial year 2021-2022. The Secretarial Audit Report is annexed herewith as Annexure

I. There are no qualifications reservation or adverse remark or disclaimer made by theauditor in the report save and except disclaimer made by them in discharge of theirprofessional obligation. d. INTERNAL AUDITORS

The Board has appointed Mr. Deepak Kumar Kedawat asInternal Auditors for a period of one year 2021-2022 under Section 138 of the CompaniesAct 2013 and he has completed the internal audit as per the scope defined by the AuditCommittee.

29. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The Committee isresponsible for monitoring and reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand controls. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the Management Discussionand Analysis which forms part of this report

30. DIRECTOR'S RESPONSIBILITY

STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) Director had selected such accounting policies and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company at the end of the financial yearand of the profit and loss of the company for that period;

(c) Director had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

(e) That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.

(f) That proper system were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

31. CORPORATE GOVERNANCE AND

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report which forms apart of this Report are set out separately together with the Certificate from theAuditors of the Company regarding compliance with the requirements of Corporate Governanceas stipulated in SEBI (LODR) Regulations 2015.

32. DETAILS OF SIGNIFICANT AND

MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING

CONCERN STATUS AND COMPANY'S

OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulators or courts orTribunals impacting the going concern status and company's operation in future.

33. NUMBER OF CASES FILED (IF ANY)

AND THEIR DISPOSAL U/S 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance towards any action on the part of any of its officialwhich may fall under the ambit of ‘Sexual Harassment' at workplace and is fullycommitted to uphold and maintain the dignity of every women employee of the

Company. The Company's Sexual

Harassment Policy provides for protection against sexual harassment of Women atworkplace and for Prevention and redressal of such complaints. During the financial yearno case of Sexual Harassment were reported.

34. ACKNOWLEDGEMENTS:

The Directors thank the Company's employees customers vendors investors and academicpartners for their continuous support.

The Directors also thank the Government of India Governments of various states inIndia and concerned Government departments and agencies for their cooperation.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

The Directors appreciate and value the contribution made by every member of theCompany.

By order of the Board
For Soni Medicare Limited
L51397RJ1988PLC004569
Date: 05th September 2021
Place: Jaipur
Sd/-
Bimal Roy Soni
Chairman cum Managing Director
DIN: 00716246

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