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Thyrocare Technologies Ltd.

BSE: 539871 Sector: Health care
NSE: THYROCARE ISIN Code: INE594H01019
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OPEN 644.10
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VOLUME 3295
52-Week high 1465.90
52-Week low 632.00
P/E 21.99
Mkt Cap.(Rs cr) 3,343
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 644.10
CLOSE 644.05
VOLUME 3295
52-Week high 1465.90
52-Week low 632.00
P/E 21.99
Mkt Cap.(Rs cr) 3,343
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Thyrocare Technologies Ltd. (THYROCARE) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting their 21st Annual Report along with theaudited Stand-alone and Consolidated financial statements of the Company for the FinancialYear ended March 31 2021.

Financial Results:

The standalone and consolidated financial statements for the financial year ended March31 2021 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

The Stand-alone and Consolidated financial results for the financial year 2020-21 aregiven below:

Rs. in crores

Standalone

Consolidated

2020-21 2020-21 2020-21 2020-21
Revenue from Operations 474.27 401.06 494.62 434.26
Other Income 12.28 9.42 12.43 6.67
Total 486.55 410.48 507.05 440.93
Expenses
Cost of materials consumed 159.18 110.17 162.53 114.92
Purchases of stock-in-trade 1.09 2.25 1.09 2.25
Changes in inventories of stock-in-trade 0.28 -0.08 0.28 -0.08
Employee benefits expense 56.79 45.75 58.07 48.92
Finance cost 0.66 1.32 0.87 1.85
Depreciation and amortisation expense 21.08 19.54 30.28 31.91
Other expenses 86.19 75.20 101.39 94.67
Total expenses 325.27 254.15 354.51 294.45
Profit before share of profit of associate exceptional items and tax 161.28 156.33 152.54 146.48
Exceptional item-Provision for impairment of investment in subsidiary company - -44.33 - -6.58
Share of (loss) / profit in associate - - -0.07 0.51
Profit after exceptional items and tax 161.28 112.00 152.47 140.41
Tax Expense:
Current Tax 44.25 42.74 44.25 42.75
Deferred Tax -2.74 -10.06 -4.93 9.26
Total Tax 41.51 32.68 39.32 52.01
Profit for the year 119.77 79.32 113.15 88.40
Other comprehensive income for the year net of income tax -1.41 0.12 -1.39 0.12
Total comprehensive income for the year 118.36 79.44 111.76 88.52
Earnings per share [Nominal value of Rs. 10 each]:
(a) Basic earnings per share (INR) 22.66 15.02 21.41 16.74
(b) Diluted earnings per share (INR) 22.62 14.99 21.37 16.71

Company's Performance:

On a standalone basis our Revenue from Operations has increased to Rs. 474.27 croresin the current year from Rs. 401.06 crores in previous year registering an increase of18.25%. Our Profit before Exceptional Items was Rs. 161.28 crores in the current year asagainst Rs. 156.33 crores in previous year registering an increase of 3.17%.

On a consolidated basis our Revenue from Operations has increased to Rs. 494.62 croresin the current year from Rs. 434.26 crores in previous year registering an increase of13.90%. Our Profit before Exceptional Items was Rs. 152.54 crores in the current year asagainst Rs. 146.48 crores in previous year registering an increase of 4.13%.

Dividend:

Pursuant to the decision of the Board of Directors on October 28 2020 your Companyhas paid an interim dividend of Rs. 10/-per equity share i.e. 100% of face value of Rs.10/-each to those shareholders who were on the register of members as on November 132020 the record date fixed for this purpose.

Your Directors are happy to recommend a Final Dividend of Rs. 15/- (Rupees Fifteenonly) per share. With this the total dividend for the year 2020-21 would work out to beRs. 25/- (Rupees Twenty Five only) per share. If approved the final dividend would bepaid to those shareholders whose names are found on the Register of Members as at theclose of Friday June 182021.

The total dividend payout would be about 110.34 % of the Company's Stand-alone Profitafter tax.

Dividend Distribution Policy:

The Dividend declared/recommended is in accordance with the Company's DividendDistribution Policy which has been disclosed in the Company's website www.thyrocare.comas required under Regulation 43-Aof 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 1454 192390 12-09-2016 12-10-2016 12-10-2023
2016-17 Interim 375 62590 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
2018-19 Final 246 207860 24-08-2019 23-09-2019 22-09-2026
2019-20 Interim 277 59520 07-11-2019 07-12-2019 06-12-2026
2020-21 Interim 73 24107 28-10-2020 27-11-2020 27-11-2027

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 the relevantshares shall also be transferred to the IEPF Authority. What is more such shares shallalso be transferred to the said Fund thereby rendering them ceasing to be members andforfeiting them from exercising voting rights.

Therefore the Shareholders concerned may write to the Company or to the Company'sRegistrar & Share Transfer Agent Link Intime India Private Ltd. at the earliest toclaim their dividend.

Share Capital:

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

In November 2020 the Company allotted 38054 new equity shares at face value to theeligible employees who had exercised the Stock Options granted to them in 2017.

Consequent on the allotment of shares as above the Paid-up Equity Capital of theCompany stands at Rs. 528744190/-

(Rupees Fifty Two Crores Eighty Seven Lakhs Forty Four Thousand One Hundred and Ninetyonly) made up of 52874419 equity shares of Rs. 10/-each as shown below:

No. of shares Amount - Rs.
AUTHORISED EQUITY SHARE CAPITAL 100000000 1000000000
ISSUED SUBSCRIBED AND PAID UP ECUITY SHARE CAPITAL
As on 01-04-2020 52836365 528363650
Add: No. of shares issued under ESOP 2016 Scheme 38054 380540
As on 31-03-2021 52874419 528744190

Reserves & Surplus:

Total Reserves & Surplus as the close of the financial year under review stands atRs. 392.59 Crores as shown below:

Rs. in Crores

Standalone

31-03-2021 31-03-2020
Capital Reserve 30.25 30.25
Securities Premium Account 69.71 67.24
Share Options Outstanding Account 2.93 3.72
Capital Redemption Reserve 0.96 0.96
General Reserve 9.17 9.17
Retained Earnings 279.57 214.05
Total 392.59 325.39

Deposits:

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

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 whichwill have an impact on the financial position of the Company.

Auditors:

B S R & Co. LLP Chartered Accountants Mumbai (having firm Registration No.101248W/W-100022 were first appointed as Statutory Auditors of the Company for the year2011-12 and have completed the maximum permitted tenure of ten years. Therefore it hasbecome mandatory to appoint a new firm of chartered accountants as Auditors.

The matter was discussed by the Audit Committee and Board of Directors and it isproposed to appoint MSKA& Associates (Firm No.105047W) as Auditors of the Company fora period of five years from the conclusion of the 21st AGM till the conclusion of the 26thAGM.

The proposal to appoint MSKA & Associates is being placed before the Members forapproval.

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.

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 2020-21 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:

As per Rule 3 of Companies (Cost Records & Audit) Rules 2014 your company isrequired to maintain cost records and accordingly such records and accounts are preparedand maintained.

As per the provisions of Section 148 (3) of Companies Act 2013 read with Rule 14 ofCompanies (Audit & Auditors) Rules 2014 the Board of Directors on therecommendation of the Audit Committee had appointed Mr. S. Thangavelu Cost andManagement Accountant Coimbatore as Cost Auditor for conducting the audit of costrecords of the Company for the financial year 2020-21 and also fixed the remunerationpayable to him.

Approval of the Members is sought by way of ratification for the remuneration payableto him as required under the above provisions of Companies Act 2013 and Companies (Audit& Auditors) Rules 2014.

Secretarial Audit Report:

As required under the provisions of Section 204 (1) of the Companies Act 2013 andRegulation 24-A of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the Company is required to undertake a Secretarial Audit. Accordingly V SureshAssociates Practising Company Secretaries Chennai appointed by the Board of Directorsto conduct Secretarial Audit of the Company have conducted the Audit.

The Secretarial Audit Report issued by the Secretarial Auditors V Suresh AssociatesPractising Company Secretaries Chennai in Form MR-3 is furnished in Annexure-1 attachedto this report as required under the said provisions of Companies Act 2013 and SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015. The SecretarialAuditors have not made any qualification reservation adverse remark or disclaimer.

V. Suresh Associates have also carried out Secretarial Audit of unlisted SubsidiaryCompany Nueclear Healthcare Limited as required under the Regulation 24-A of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and their report doesnot contain any qualification reservation adverse remark or disclaimer.

Directors:

A) Changes in Directors and Key Managerial Personnel:

There is no change in the Board of Directors of the Company. The Board consists ofseven directors viz. three Promoter- Directors (including a woman director) and fourIndependent Directors including one Independent Woman Director. This meets with therequirements of the Companies Act 2013 and rules framed thereunder and the requirementsunder SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 asamended.

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.

During the year under review your Company had appointed Mr. Arindam Haidar who hadtwo and a half decades of crossindustry experience in different functional areas andimmediately prior to joining us was working with another healthcare service company asChief Executive Officer. However for personal reasons he submitted his resignation whichwas accepted and he was relieved as at the close of 31 st March 2021.

The Company has other Key Managerial Personnel in place as required under theprovisions of Companies Act 2013 viz. Dr. A. Velumani Chairman as Managing DirectorMr. A. Sundararaju Executive Director as Chief Financial Officer and Mr. Ramjee Dorai asCompany Secretary & Compliance Officer and there is no change in these key managerialpersonnel during the year.

B) Declaration by Independent Directors:

The Company has received necessary declaration from all the four 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.

The Independent Directors have complied with the Code of Conduct prescribed in ScheduleIV to the Act.

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

As per the provisions of Section 134(3) (p) of Companies Act 2013 read with Rule 8(4) of the Companies (Accounts) Rules 2014 the Board conducted an evaluation of its ownperformance and that of its Committees and Individual Directors.

As per the provisions of Section 149 (8) of the Companies Act 2013 read with ClauseVIII of Schedule IV of the said Act and Regulation 17(10) of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 annual evaluation of the performance ofall the Independent Directors was done by the entire Board of Directors excluding theDirector being evaluated.

As per the provisions of Clause VII of Schedule IV of the said Act and Regulation25(3) & (4) of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 all the Independent Directors had at an exclusive meeting held on January 30 2021under the chairmanship of Mr. Gopalkrishna Shivaram Hegde the Lead Independent Directorreviewed the performance of non-independent directors and the board of directors as awhole reviewed the performance of the Chairperson and the Executive Director andassessed the quality quantity and timeliness of flow of information between themanagement and the board of directors. They recorded their satisfaction and had no adversecomments to make.

As per the provisions of Section 178(2) of the Companies Act 2013 and as providedunder Part D of Schedule II of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the Nomination & Remuneration Committee has specified the mannerand criteria for effective evaluation of performance of Board its Committees andindividual directors.

Accordingly evaluation of the performance of the individual directors was done basedon criteria such as attendance participation in the deliberations contribution to thediscussions at the 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.

In the case of Independent Directors their fulfillment of independence criteria asspecified in the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 and their independence from the Management was also considered during evaluation.

Evaluation of the performance of the Board and its Committees was done based on thecriteria such as constructive nature of discussions ability to analyze the issues andtake considered decisions adherence to statutory requirements ability to draw clearbusiness strategies etc.

The last year's observations and current year's observation did not warrant any followup action.

Number of meetings of the Board of Directors:

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

(1)23-05-2020 (ii) 31-07-2020 (iii) 10-09-2020 (iv) 28-10-2020 and (v) 30-01-2021.

Audit Committee:

The Audit Committee consists of two Independent Directors and one Executive Directoras follows:

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.

1. Mr. Gopalkrishna Shivaram Hegde Independent Director Chairman
2. Mr. Vishwas Kulkarni Independent Director Member
3. Mr. A.Sundararaju Executive Director & Chief Financial Officer Member

All the recommendations of the Audit Committee were accepted by the Board and therewas no instance where Board did not accept the recommendation of the Audit Committeeduring the year under review.

Nomination and Remuneration Committee:

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

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 this report.The Policy is also made available on the Company's website " www. thy rocare.com".

1. Mr. Gopalkrishna Shivaram Hegde Independent Director Chairman
2. Mr. Vishwas Kulkarni Independent Director Member
3. Dr. Indumati Gopinathan Independent Director Member

Stakeholders Relationship Committee:

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

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.

1. Mr. Gopalkrishna Shivaram Hegde Independent Director Chairman
2. Mr. A. Sundararaju Executive Director & CFO Member
3. Miss. Amruta Velumani Non-Executive Non-Independent Member
Woman Director

Corporate Social Responsibility (CSR) Committee:

The Company has constituted a Corporate Social Responsibility Committee consisting oftwo Independent Directors and one Executive Director as follows:

The composition of the Corporate Social Responsibility Committee meets with therequirements of Section 135 of the

1. Mr. Gopalkrishna Shivaram Hegde Independent Director Chairman
2. Mr. Vishwas Kulkarni Independent Director Member
3. Mr. A.Sundararaju Independent Director Member

Companies Act 2013.

During the year under review the Company has spent a total sum of Rs. 2.28 crores onthe CSR activities as approved by the CSR Committee and Audit Committee. There was abalance amount of Rs. 2.19 crores earmarked for an ongoing project has been transferred toa special bank account opened for this purpose as required under the provisions of Sec.135(6) of the Companies Act 2013 as amended.

The Corporate Social Responsibility Policy of your company has been made available onits website www.thyrocare.com Disclosures as per Rule 8 of Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in the Annexure- 3 attached to this report.

Risk Management Committee:

The Company has constituted a Risk Management

Committee consisting of one Independent Director one executive Director and oneNon-Executive Non- Independent Woman Director as follows:

The composition of the Risk Management Committee meets with the requirements of Clause21 of SEBI (Listing

1. Mr. Gopalkrishna Independent Chairman
Shivaram Hegde Director
2. Mr. A. Sundararaju Executive Director & CFO Member
3. Miss. Amruta Velumani Non-Executive Non-Independent Woman Director Member

Obligations & Disclosure Requirements) Regulations 2015.

Risk management policy:

The Company has formulated a Risk Management policy identifying the elements of riskand it has been made available on the website of the Company www. thy rocare.com.

Code of Conduct:

As required under Regulation 17(5) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Board has laid down a Code of Conduct for all BoardMembers and Senior Management of the Company. The Code of Conduct has been communicated toall the Directors and Senior Management personnel. The Board Members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct for the financial year2020-21. The Senior Management personnel have also submitted declarations confirming thatin none of the financial / commercial transactions of the Company they had any personalinterest conflicting with the interests of the Company.

Vigil Mechanism:

In accordance with Sub-Section (9) and (10) of Section 177 of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 as amended the Company has in place a Vigil Mechanism (Whistle Blower Policy) toenable directors and employees to report concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct. The full details of thePolicy have been made available in the Company's website www.thyrocare.com. The detailsdisplay the name address and mail-id of the Chairman of the Audit Committee to whom thedisclosures should be made. There is no change in the Whistle-blower Policy adopted by theCompany during the year under review.

Policy on prevention of Sexual Harassment:

The Company has formed a Committee to attend to any complaint of sexual harassment atthe workplace. The statement and disclosures pertaining to Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 are given in the CorporateGovernance Report. During the financial year ended March 31 2021 the Company has notreceived any complaint from 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 Associates and JointVentures:

Nueclear Healthcare Limited (Nueclear) is the wholly owned subsidiary and its entireshare capital made up of 11111000 equity shares is held by your company which includes6 shares held in the name of six nominees who are holding one share each as nominees ofyour company in order to meet with the statutory requirement of having a minimum numberof seven shareholders.

Nueclear operates a growing network of molecular imaging centres primarily focused onearly and effective cancer detection and monitoring. Each of Nueclear's imaging centresuses PET-CT scanners to assist in cancer diagnosis staging monitoring of treatment andefficacy and evaluation of disease recurrence.

During the year under review the company has 8 centres which are operating smoothlyfrom various locations as follows:

1. Navi Mumbai (2)Prabhadevi (Mumbai)

(3) Borivali (Mumbai) (4)Naashik (5) New Delhi

(6) Hyderabad (7)Aurangabad (8) Bangaluru

Nueclear also owns and operates a medical cyclotron unit in Navi Mumbai which producesthe radioactive bio-marker required for PET-CT scanning.

Equinox Labs Private Limited (Equinox) is an associate company where your company hasmade an investment of Rs. 20 Crores in its equity share capital. Your company is presentlyholding 429185 numbers of equity shares of the above company constituting 30% of theirpaid-up Equity Share Capital. Thus Equinox has become an Associate company of yourcompany as defined in Section 2 (6) of the Companies Act 2013. Equinox is engaged in thebusiness of water food and other environment and hygiene testing.

Your company presently does not have any Joint Venture.

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 tosubsection (3) of Section 129 has been given in Form No. AOC-1 as Annexure-4 attached tothis 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-5 attached tothis report.

Particulars of loans guarantees or investments under Section 186:

The Company has given Loan to Nueclear Healthcare Limited a wholly owned subsidiary ofthe Company under the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014.

Pursuant to Section 186 (4) of the Companies Act 2013 and Schedule V of the ListingRegulations details of loans given and investments made have been disclosed in thefinancial statements.

Corporate Governance Report:

As required under the provisions of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 as amended Corporate Governance Report is attached andforms part of the Annual Report.

Management's Discussion and analysis

As required under the provisions of Regulation 34 (2) (e) of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Management's Discussionand Analysis is attached and forms part of this Annual Report.

Business Responsibility Report:

As required under the provisions of 34 (2) (f) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Business Responsibility Report is attachedand forms part of this Report.

Compliance with Secretarial Standards:

It is also confirmed that your company is in compliance with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

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 and (ii) The percentage increase inremuneration of each Director Chief Executive Officer Chief Financial Officer andCompany Secretary

Name of the Directors Position Ratio to median remuneration %age of increase in the financial year
Executive Directors / KMPs
Dr. A. Velumani Managing Director * **
Mr. A.Sundararaju Executive Director & CFO 21.05 ***
Mr. Ramjee Dorai Company Secretary 10.70
Independent Directors - Sitting Fee - Rs.
Mr. G.S. Hegde Independent Director
Mr. Vishwas Kulkarni Independent Director
Dr. Neetin Desai Independent Director
Dr. Indumati Gopinathan Independent Director

*Does notarise as Dr. A. Velumani Chairman & Managing Director has opted toreceive 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 ofRs. 5 lakhs only per month

*** Does not arise as there was no change in the remuneration of Mr. Ramjee Dorai.

The non-executive directors are not getting any remuneration.

Independent directors are being paid sitting fee only. There is no increase in theSitting Fee payable per meeting. However the actual amount paid may differ based on thenumber of meetings attended by them.

Dr. A. Velumani and Mr. A. Sundararaju are the Chairman & Managing Director andDirector & Chief Financial Officer respectively of the wholly-owned subsidiaryNueclear Healthcare Limited. However they are not receiving any remuneration fromNueclear.

(iii) The percentage increase in the median remuneration of employees in thefinancialyear: 17.65%

(iv) The number of permanent employees on the rolls of Company as on 31 -03-2021:1582

(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 16.83% in the salaries of employees other than the managerialpersonnel and the average increase in the managerial remuneration was 32.72%. Incomparison there is no unreasonable difference.

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

(vii) A statement containing the names of top ten employees in terms of remunerationdrawn pursuant to Rule 5(2) the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate Annexure forming part of this report butis not being circulated to the Members in terms of Sec. 136 of the Act and anyshareholder interested in obtaining a copy thereof may write to the Company and it will besent to them..

(viii) 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 01 2018 and allof them have exercised their option to acquire these shares and the shares have beentransferred to the respective employees except for a small quantity of 364 shares whichis also being transferred shortly.

The Shareholders had also approved granting of 505359 Nos. of Stock Optionsequivalent to 1% of the then paid-up equity share capital of the Company to bedistributed to the eligible employees over a period of ten years at the rate of 0.10% withan increase or decrease of 0.02% depending on the Company's growth.

Accordingly the Company has already issued Stock Options for the years 2014-15 to2019-20 out of which the Options granted for 2014-15 2015-16 and 2016-17 got vested onthe continuing eligible employees and the Options granted to a few employees who have leftbefore the date of vesting got lapsed and have been added back to the pool.

This year it is proposed to grant Stock Options not exceeding 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 details of Options granted shares allotted etc. are given below:

Total no of Options reserved 505359
Less: Options granted in 2014-15 40434
Less: Options granted in 2015-16 50537
Less: Options granted in 2016-17 50516
Less: Options granted in 2017-18 40452
Less: Options granted in 2018-19 40429
Less: Options granted in 2019-20 40429
Less: Options under grant in 2020-21 40429
Total 303226
Balance 202133
Add: Options for 2014-15 not exercised and added back to the Pool in 2018 6461
Add: Options for 2015-16 not exercised and added back to the Pool in 2019 12778
Add: Options for 2016-17 not exercised and added back to the Pool in 2020 20132
Total 39371
Balance Options available for distribution in the coming years 241504

The disclosure as per rule 12 (9) of The Companies (Share Capital and Debentures)Rules 2014 relating to Employees Stock Option Scheme is enclosed as Annexure-6 attachedto this report.

Consent of the shareholders is being sought for granting of StockOptions underthe ESOPScheme.

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.

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 Rule 8 (3) of the Companies (Accounts) Rules 2014 thedetails of conservation of energy technology absorption foreign exchange earnings andoutgo are given in the Annexure-7 attached to this report.

Extract of the Annual Return:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of theCompanies Act 2013 copy of the Annual Return as on March 312021 is available in theCompany's website on www.thyrocare.com/investors

Insurance:

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

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 viewof the state of affairs of the company at the end of the financial year and of the Profitof the company for that period;

(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

ThyrocareTechnologies Limited

Dr. A. Velumani

Chairman & Managing Director

DIN:00002804

Place: Navi Mumbai

Date:08-05-2021

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