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Thyrocare Technologies Ltd.

BSE: 539871 Sector: Health care
NSE: THYROCARE ISIN Code: INE594H01019
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OPEN 635.00
PREVIOUS CLOSE 618.20
VOLUME 5410
52-Week high 689.45
52-Week low 406.65
P/E 27.60
Mkt Cap.(Rs cr) 3,267
Buy Price 610.00
Buy Qty 51.00
Sell Price 618.20
Sell Qty 100.00
OPEN 635.00
CLOSE 618.20
VOLUME 5410
52-Week high 689.45
52-Week low 406.65
P/E 27.60
Mkt Cap.(Rs cr) 3,267
Buy Price 610.00
Buy Qty 51.00
Sell Price 618.20
Sell Qty 100.00

Thyrocare Technologies Ltd. (THYROCARE) - Director Report

Company director report

TO

THE MEMBERS

Your Directors have pleasure in presenting their 19th Annual Report along with theaudited Stand-alone and Consolidated financial statements of the Company for the FinancialYear ended March 31 2019.

Financial Results:

The Stand-alone and Consolidated financial results for the financial year 2018-19 aregiven below:

र in crores

Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from operations 370.28 331.79 402.91 356.32
Other income 13.66 23.63 9.95 23.00
Total income 383.94 355.42 412.86 379.32
Expenses
Cost of materials consumed 103.25 88.07 108.46 92.20
Purchases of stock-in-trade 2.33 2.41 2.33 2.41
Changes in inventories of stock-in-trade -0.26 0.37 -0.26 0.37
Employee benefits expense 40.51 32.49 43.35 35.34
Finance cost 0.47 0.40 0.61 0.44
Depreciation and amortisation expense 14.47 12.08 26.17 20.10
Other expenses 76.31 69.46 94.80 81.29
Total expenses 237.08 205.27 275.46 232.15
Profit before exceptional items share of profit of associate and income tax 146.86 150.15 137.40 147.18
Exceptional items 0.00 -2.19 0.00 -2.19
Share of profit in associate entity - - 0.66 0.00
Profit after exceptional items share of profit of associate and before income tax 146.86 147.96 138.06 144.99
Tax expense:
Current tax 52.90 52.37 52.90 52.36
Deferred tax -1.27 -0.44 0.02 -0.65
Total Tax 51.63 51.93 52.92 51.71
Profit after tax 95.23 96.03 85.14 93.28
Other comprehensive income for the year net of income tax 0.10 0.17 0.11 0.17
Total comprehensive income for the year 95.33 96.20 85.25 93.45
Earnings per share [Nominal value of ` 10 each]:
(a) Basic earnings per share (INR) 17.84 17.91 15.95 17.39
(b) Diluted earnings per share (INR) 17.80 17.85 15.91 17.34

Dividend:

Your Directors are happy to recommend a Dividend of र20/- (Rupees twenty only) pershare.

The Dividend recommended is in accordance with the Company's Dividend DistributionPolicy which has been disclosed in the Company's website ‘www.thyrocare.com"as required under Regulation 43-A of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 as amended.

Transfer of unclaimed dividend to Investor Education & Protection Fund:

Members may please note that as per the provisions of Sections 124 & 125 of theCompanies Act 2013 read with Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 dividends that remain unclaimed fora period of seven years from the date of transfer to the Unpaid Dividend Account shall betransferred to the Investor Education & Protection Fund.

Some of the Shareholders have not claimed dividend for the following years and theseamounts have been transferred to the respective Unpaid Dividend Accounts and are liableto be transferred to the Investor Education & Protection Fund as shown below:

Dividend for No. of Shareholders who have not claimed Unclaimed - Amount Date of declaration Date of transfer to Unpaid Account Last date for transfer to Investor Education Fund
2015-16 Final 1458 205755 12-09-2016 12-10-2016 12-10-2023
2016-17 Interim 375 62925 28-01-2017 27-02-2017 27-02-2024
2016-17 Final 371 72100 12-08-2017 11-09-2017 10-09-2024
2017-18 Interim 308 60255 03-02-2018 05-03-2018 04-03-2025
2017-18 Final 322 55740 01-09-2018 01-10-2018 30-09-2025

There is no Dividend amount relating to previous years which remains unpaid /unclaimed for a period of seven years requiring transfer to the Investor Education &Protection Fund under the provisions of Section 124 of the Companies Act 2013.

The Shareholders may note that along with the Unclaimed Dividend Amount therelevant shares shall also be transferred to the IEPF Authority. Therefore theShareholders concerned may write to the Company or to the Company's Registrar & ShareTransfer Agent Link Intime India Private Ltd. at the earliest to claim their dividend.

Share Capital:

During the year under review following changes have taken place in the Equity ShareCapital of the Company.

In September / October 2018 the Company bought back a total number of 958900 equityshares at an average price of र657/- per share.

In January 2019 the Company allotted 33973 new equity shares at face value to theeligible employees who had exercised the Stock Options granted to them in 2015.

Consequent on these changes the Paid-up Equity Capital of the Company stands atर527986060/- (Rupees Fifty Two Crores Seventy Nine Lakhs Eighty Six Thousand andSixty only) made up of 52798606 equity shares of र10/- each as shown below:

No. of shares Amount र
AUTHORISED EQUITY SHARE CAPITAL 100000000 1000000000
ISSUEDrSUBSCRIBlD^DFAliD^PlQUffySHARi'CAHTAL
As on 01-04-2018 53723533 537235330
Less: No. of shares bought back 958900 9589000
Balance shares after the Buyback 52764633 527646330
Add: No. of shares issued under ESOP 2014-15 33973 339730
As on 31-03-2019 52798606 527986060

Reserves & Surplus:

Total Reserves & Surplus as the close of the financial year under review stands atर402.98 crore as shown below:

र in Crores

As on

1 31-03-2019 31-03-2018
Capital Reserve 30.25 30.25
Securities Premium Account 65.08 127.22
Share Options Outstanding Account 3.88 2.81
Capital Redemption Reserve 0.96 -
General Reserve 9.17 9.17
Retained Earnings 293.64 230.71
Total 402.98 400.16

Deposits:

The Company has not accepted any public deposits and as such there is no outstandingamount towards repayment of principal or payment of interest as on the date of the balancesheet.

Performance of the Subsidiary Company included in the Consolidated FinancialStatement:

The Company has a wholly owned subsidiary Nueclear Healthcare Limited (NHL) whichoperates a growing network of molecular imaging centres primarily focused on early andeffective cancer monitoring. Each of NHL's imaging centres use PET-CT scanners to assistin cancer diagnosis staging monitoring of treatment and efficacy and evaluation ofdisease recurrence. It currently has 14 operating PET-CT scanners across 12 imagingcenters. Two are in Navi Mumbai two in New Delhi and one each in Hyderabad SuratVadodara Raipur Jaipur Mumbai Aurangabad Nashik Bangalore and Coimbatore. NHL alsoowns and operates a medical cyclotron unit in Navi Mumbai which produces the radioactivebio-marker FDG required for PET-CT scanning.

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 material changes have occurred subsequent to the end of the financial year of theCompany to which the financial statements relate and till the date of the report thatwill have an impact on the financial position of the Company.

Auditors' Report:

The Auditors have not made any qualification reservation or adverse remark ordisclaimer in their Report on the financial statements of the Company for the year underreview.

Appointment of Auditors:

B S R & Co. LLP Chartered Accountants Mumbai (having firm Registration No.101248W/W-100022 were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the 16th Annual General Meeting (AGM) of the Members held onSeptember 12 2016 on a remuneration mutually agreed upon by the Board of Directors andthe Statutory Auditors. Their appointment was subject to ratification by the Members atevery subsequent AGM held after the AGM held on September 12 2016.

Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 7 2018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute. Hence no resolution seeking ratification of the Members forcontinuance of their appointment is being placed before the Members at this AGM.

Internal Auditors:

M/s. M. Chinnaswamy & Co. Chartered Accountants Coimbatore having FirmRegistration No. 018008S appointed as Internal Auditors of the Company conductedInternal Audit for the financial year 2018-19 as per the provisions of Section 138 of theCompanies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014. Theirreports were reviewed by the Audit Committee and follow-up measures taken wherevernecessary.

Cost Auditor:

The Board had appointed Mr. S. Thangavelu Cost and Management Accountant Coimbatoreas Cost Auditor for conducting the audit of cost records of the Company for the financialyear 2018-19. He has conducted the Audit and submitted his report. The approval of Membersis sought by way of ratification for the remuneration payable to him as required underthe provisions of Companies Act 2013.

Secretarial Audit Report:

The Secretarial Audit Report issued by the Secretarial Auditors M/s. V. SureshAssociates Practising Company Secretaries Chennai in Form MR-3 is furnished in Annexure-1attached to this report. The Secretarial Auditors have not made any qualificationreservation adverse remark or disclaimer.

Secretarial Audit has also been carried out for our wholly owned subsidiary NueclearHealthcare Limited as required under the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 as amended.

Directors:

A) Changes in Directors and Key Managerial Personnel:

The Board of Directors presently consists of Eight (8) Directors viz. threePromoter-Directors (including a woman director) one Non-Executive Independent WomanDirector and four Non-Executive Independent Directors. This meets with the requirementsof the Companies Act 2013 and rules framed thereunder and the requirements under SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 as amended.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theMemorandum & Articles of Association of the Company Mr. A. Sundararaju ExecutiveDirector & Chief Financial Officer retires by rotation and being eligible offershimself for reappointment.

Pursuant to the amendments to SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 which inter alia stipulated that the Board of Directors of the top 500listed companies should have at least one independent woman director the Board ofDirectors appointed Dr. Indumati Gopinathan (originally appointed as NonExecutiveNon-Independent Director at the 17th Annual General Meeting in the place of Mr. SohilChand who was due for re-election at the said Annual General Meeting but had expressedhis intention not to seek re-election) as a Non-Executive Independent Director with effectfrom March 09 2019 subject to the approval of the Members. Dr. Indumati Gopinathan hassubmitted a declaration that she meets the criteria for independence as provided insection 149(6) of the Act. Her appointment as Independent Director is being placed beforethe Members for their approval.

The five-year term of the other four Independent Directors would be over as shownbelow:

Date of appointment 5-year term ending on
Mr. G. S. Hegde 21-Aug-14 20-Aug-19
Mr. Vishwas Kulkarni 21-Aug-14 20-Aug-19
Dr. Neetin Desai 20-Sep-14 19-Sep-19
Mr. N. Palanisamy 20-Sep-14 19-Sep-19

Out of the above Mr. N. Palanisamy has expressed his intention not to get reappointeddue to personal reasons. Therefore the Nomination & Remuneration Committee whichdiscussed the matter at their meeting held on 1805-2019 recommended reappointment of theother three Independent Directors for a further period of five years. The Board ofDirectors at their meeting held on the same day viz. 18-05-2019 resolved to accept therecommendation of the Nomination & Remuneration Committee. Accordingly the proposalsfor their reappointment are being placed before the Members for their approval.

All the above four Independent Directors have furnished a declaration pursuant tosection 149(6) of the Companies Act 2013 that they meet the criteria of independence andare eligible for appointment as an Independent Director. In the opinion of the Board allthe above four independent directors fulfill the conditions specified in the Act and theRules made thereunder and are independent of the Management.

The Company has all the Key Managerial Personnel in place as required under theprovisions of Companies Act 2013 viz. Dr. A. Velumani Chairman & Managing Directoras CEO Mr. A. Sundararaju Executive Director as CFO and Mr. Ramjee Dorai as CompanySecretary and there is no change in the key managerial personnel during the year.

B) Declaration by Independent Directors:

The Company has received necessary declaration from all the five Independent Directorsunder Sub-section 7 of Section 149 of the Companies Act 2013 that they meet the criteriaof independence as provided in Sub-Section 6 of Section 149 of the Companies Act 2013.

C) Formal Annual Evaluation of Board its Committees and Directors:

Pursuant to provisions of the Companies Act 2013 including Schedule IV of the saidAct and the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 aformal annual evaluation was made by the Board of its own performance and that of itsCommittees and individual directors.

Evaluation of the performance of the Board and its Committees was done with referenceto the constructive nature of discussions ability to analyze the issues and take informeddecisions adherence to statutory requirements etc.

Performance evaluation of individual directors including Independent Directors wasdone by the entire Board of Directors excluding the director being evaluated. Theperformance of the individual directors was evaluated based on criteria such as attendanceand contribution at Board / Committee meetings understanding of the issues involvedability to bring in new ideas and initiatives commitment to fulfill the obligations andresponsibilities of a director etc.

The Independent Directors reviewed the performance of Non-Independent Directors and theBoard as a whole as also the performance of the Chairperson of the Company and theExecutive Director and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board at an exclusive meeting heldwithout the attendance of Non-Independent Directors and Members of the Management whereall the

Independent Directors were present. They had no adverse comment to make.

Number of meetings of the Board of Directors:

During the year under review the Board of Directors met on seven occasions as follows:

(i) 02-04-2018

(ii) 28-04-2018.

(iii) 04-08-2018

(iv) 11 -08 2018

(v) 03-11-2018

(vi) 09-02-2019

(vii) 09-03-2019.

Audit Committee:

The Audit Committee consists of two Independent Directors and one Executive Director asfollows:

1. Mr. Gopalkrishna Shivram Hegde Independent Director - Chairman

2. Mr. Vishwas Kulkarni Independent Director - Member

3. Mr. A. Sundararaju Executive Director & Chief Financial Officer - Member.

The composition of the Audit Committee meets with the requirement of the Section 177 ofthe Companies Act 2013 and Clause 18 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. All the recommendations of the Audit Committee wereaccepted by the Board and there was no instance where Board did not accept therecommendation of the Audit Committee during the year under review.

Nomination and Remuneration Committee:

The Nomination & Remuneration Committee consists three members and all the threeare Independent Directors as follows:

1. Mr. Gopalkrishna Shivram Hegde Independent Director - Chairman

2. Mr. Vishwas Kulkarni Independent Director - Member

3. Dr. Indumati Gopinathan Independent Director - Member.

The composition of the Nomination and Remuneration Committee meets with therequirements of the Section 178 of the Companies Act 2013 and Clause 19 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. The policy formulated byNomination and Remuneration Committee is given in the Annexure-2 attached to thisreport.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee consists of one Independent Director oneExecutive Director and one Non Executive Director as follows:

1. Mr. Gopalkrishna Shivram Hegde Independent Director - Chairman.

2. Mr. A. Sundararaju Executive Director & CFO - Member.

3. Miss. Amruta Velumani Non-Executive Director - Member.

The composition of the Stakeholders Relationship Committee meets with the requirementsof the Section 178 of the Companies Act 2013 and Clause 20 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.

Corporate Social Responsibility (CSR) Committee:

The Company has constituted a Corporate Social Responsibility Committee as providedunder Sec. 135 of the Companies Act 2013 and the rules framed thereunder. The Committeeconsists of two Independent Directors and one Executive Director as follows:

1. Mr. Gopalkrishna Shivram Hegde Independent Director - Chairman

2. Mr. Vishwas Kulkarni Independent Director - Member

3. Mr. A. Sundararaju Executive Director & CFO - Member.

During the year under review the Company has spent a total sum of र1.003 crores onthe CSR activities as approved by the CSR Committee and Audit Committee.

Disclosures as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules2014 are given in the Annexure-3 attached to this report.

Risk Management Committee:

The Company has constituted a Risk Management Committee consisting of one IndependentDirector one executive Director and one non-executive director as follows:

1. Mr. Gopalkrishna Shivram Hegde Independent Director - Chairman.

2. Mr. A. Sundararaju Executive Director & CFO - Member.

3. Miss. Amruta Velumani Non-Executive Director - Member.

Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company. The Code of Conduct has been communicated to all the Directors and SeniorManagement personnel. The Board Members and Senior Management personnel have affirmedcompliance with the Code of Conduct for the financial year 2018-19. The Senior Managementpersonnel have also submitted declarations confirming that in none of the financial /commercial transactions of the Company they had any personal interest conflicting withthe interests of the Company.

Vigil Mechanism:

The Company has in place a vigil mechanism for directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct. There is no change in the Whistle-blower Policy adopted by theCompany.

Policy on prevention of Sexual Harassment:

The Company has formed a Committee to attend to any complaint of sexual harassment.During the financial year ended March 312019 the Company has not received any complaintfrom any employee pertaining to any sexual harassment.

Statement of particulars of appointment and remuneration of managerial personnel:

There are no managerial personnel who were in receipt of remuneration of not less thanthe limit mentioned under Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the whole financial year or part of the financialyear.

Subsidiaries Joint Ventures and Associate Companies:

Nueclear Healthcare Limited is the wholly owned subsidiary of your company and itsentire share aggregating to 11111000 equity shares is held by your company whichincludes 6 shares held in the name of six nominees who are holding one share each asnominees of your company in order to meet with the requirement of having a minimum numberof seven shareholders.

Your company was holding 5440 equity shares in Thyrocare International Holding Company(TIHC) Mauritius valued at र1.62 Crores which is about 9.09% of the total equityshare capital of the said company. TIHC is holding 51% of the equity share capital ofThyrocare Gulf Laboratories WLL Bahrain. During the previous year your company haddecided to sell its entire holding at the acquisition cost to a related party but forwant of approval of RBI the sale could not go through. Since TIHC has incurredsubstantial losses it initiated the process of voluntary liquidation and has since beenwound up. The aforesaid investment has been written off.

As already intimated your company has invested र20 Crores in the equity sharecapital of Equinox Labs Private Limited (Equinox) a company engaged in the business ofwater food and other environment and hygiene testing. Your company is presently holding429185 numbers of equity shares of the above company constituting 30% of their paid-upEquity Share Capital. Thus Equinox has already become an Associate company of yourcompany as defined in the Companies Act 2013.

A statement containing the salient feature of the financial statement of the Company'sWholly-owned Subsidiary and the

Associate company pursuant to the first proviso to sub-section (3) of Section 129 hasbeen given in Form No. AOC-1 as Annexure-4 attached to this report.

Particulars of contracts or arrangements with related parties:

The particulars of the contracts and arrangements entered into by the Company withrelated parties referred to in Sub-Section (1) of Section 188 of the Companies Act 2013which were on arms' length basis as provided under Explanation (b) to the third provisothereto and the details have been furnished in Form No. AOC-2 as Annexure-5attached to this report.

Particulars of loans guarantees or investments under Section 186:

The Company has given Loan aggregating to र39 Crores to Nueclear Healthcare Limitedunder the provisions of Section 186 of the Companies Act 2013 read with Companies(Meetings of Board and its Powers) Rules 2014 and the details have been disclosed in thefinancial statements.

Particulars of employees

The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of the Directors Position Ratio to median remuneration
Executive Directors
Dr. A. Velumani Managing Director & CEO N.A.
Mr. A.Sundararaju Executive Director & CFO 25.53

(ii) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer and Company Secretary

Name of the Directors / KMPs Position %age of increase in the financial year
Executive Directors / KMPs
Dr. A. Velumani Managing Director & CEO
Mr. A.Sundararaju Executive Director & CFO
Mr. Ramjee Dorai Company

Secretary

8.23

* Does not arise as Dr. A. Velumani Chairman Managing Director & CEO has optedto receive a token remuneration of Re. 1/- only per month.

** Does not arise as Mr. A. Sundararaju Executive Director & Chief FinancialOfficer has opted to receive the same remuneration of र5 lakhs only per month.

The non-executive directors are not getting any remuneration. Independent directors arebeing paid sitting fee only.

(iii) The percentage increase in the median remuneration of employees in the financialyear: 4.44%

(iv) The number of permanent employees on the rolls of Company as on 31-03-2019: 1189.

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average increase was 15.12% in the salaries of employees other than the managerialpersonnel and the average increase in the managerial remuneration was 14.35%. Incomparison there is no unreasonable difference.

(vi) The remuneration paid to Key Managerial Personnel is as per the RemunerationPolicy of the Company.

(vii) There was no employee who was in receipt of remuneration during the year underreview in excess of the limit specified under the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

Employees Stock Purchase / Option Schemes:

As already intimated your Company had allotted 33650 equity shares in the year 2014to Thyrocare Employees Stock Option Trust as approved by the shareholders which gotmultiplied to 134600 equity shares subsequent to the Bonus issue made in 2014. Theseshares vested on the eligible employees numbering One Hundred on April 012018 and all ofthem have exercised their option to acquire these shares. Out of these 134236 equityshares have already been transferred to the respective employees and the transfer of theremaining 364 equity shares to one employee is in the process and is expected to becompleted shortly.

The Shareholders had also approved granting of Stock Options equivalent to 1% of thethen paid-up equity share capital of the Company to be distributed to the eligibleemployees over a period of ten years at the rate of 0.10% with an increase or

decrease of 0.02% depending on the Company's growth.

Accordingly the Company has already issued Stock Options equivalent to 40434 EquityShares in 2014-15 Stock Options equivalent to 50537 Equity Shares in 2015-16 StockOptions equivalent to 50529 Equity Shares in 2016-17 and Stock Options equivalent to40452 Equity Shares in 2017-18.

Out of these the Stock Options issued for 2014-15 vested on 26-09-2018 after thespecified period of three years from the date of granting of Options. Out of the 119employees to whom these options were granted 35 employees had left the services of theCompany and the remaining 84 employees exercised the Options granted to them equivalentto 33973 equity shares. Accordingly 33973 new shares were issued and allotted to them.These shares have also been listed with both National Stock Exchange of India Ltd. (NSE)and BSE Ltd. (BSE) and credited to the respective demat accounts of the employees. Theremaining 6461 Options would be added back to the Pool subject to the applicableprovisions of SEBI (Share Based Employee Benefits) Regulations 2014 and the CompaniesAct 2013.

This year it is proposed to grant Stock Options equivalent to 40429 Equity Shareswhich would vest on the eligible employees after a lock-in period of three years subjectto their continuing in service and the proposal is being placed before the Members fortheir approval. The disclosure as per rule 12 (9) of The Companies (Share Capital andDebentures) Rules 2014 relating to Employees Stock Option Scheme is enclosed as Annexure-6attached to this report.

Change in the nature of business:

There is no change in the nature of core business of the Company or in that of theSubsidiary Company during the year under review.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future:

No significant and material order has been passed by the regulators courts ortribunals impacting the going concern status and company's operations in future.

Business Responsibility Report:

Your Company has been declared as one of the top 500 companies listed in both NSE andBSE based on market capitalization as on 31-03-2019 and hence is required to furnish aBusiness Responsibility Report under the provisions of Regulation No. 34 (2)(f) of SEBI(Listing Obligations & Disclosure Requirements) Rules 2015. Accordingly the BusinessResponsibility Report is enclosed as an annexure to the Board's Report.

Conservation of energy technology absorption and foreign exchange earnings and outgo:

Pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 the details ofconservation of energy technology absorption foreign exchange earnings and outgo aregiven in the Annexure-7 attached to this report.

Extract of the Annual Return:

As per the provisions of Sub-Section 3 of Section 92 of the Companies Act 2013 readwith rule 12 of The Companies (Management and Administration) Rules 2014 the extract ofthe Annual Return in Form MGT-9 is furnished as Annexure-8 attached to thisreport. A copy of Annual Return has also been placed in the Company's websitewww.thyrocare.com.

Insurance:

All properties and insurable interests of the Company including building plant andmachinery and stocks have been fully insured.

Risk management policy:

The Company has formulated a Risk Management policy and it has been published on thewebsite of the Company www.thyrocare.com.

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference tofinancial reporting. During the year such controls were reviewed and no material weaknessin the design or operation was observed.

Directors' Responsibility Statement:

Pursuant to the provisions of Sub-Section 5 of Section 134 of the Companies Act 2013your Board of Directors confirm to the best of their knowledge and ability that:

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

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that

are reasonable and prudent so as to give a true and fair view of the state of affairsof the company at the end of the financial year and of the Profit of the company for thatperiod;

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

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; and

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

Acknowledgements:

Your Directors wish to take the opportunity of thanking Axis Bank and IDBI Bank forsupport extended by them.

Thanks are also due to our customers for their continued patronage and the franchisees/ authorised service providers and vendors for their co-operation.

Thanks are also due to the Employees for their sincere services and co-operation.

Your Directors also wish to thank the Members for the confidence they have reposed inthe Board of Directors of the Company.

For and on behalf of the Board of Directors
Thyrocare Technologies Limited
Dr. A. Velumani
Chairman Managing Director & CEO
DIN: 00002804
Place: Navi Mumbai
Date:18-05-2019