| Dear Members
The Directors have the pleasure in presenting the 22nd Annual Report
of the company together with Financial Statements for the year ended on
31st March 2015.
FINANCIAL & OPERATIONAL REVIEW:
FINANCIAL RESULTS:
(Rs in L; cs)
S.
No. Financial Heads Year ended YeaR ended
31.03.2015 31.03.2014
1. Operating Income 797.40 72608
2. Other Income 44.00 2 0
3. Gross Profits before
depreciation & interest 193.05 157.86
4. Interest 4.25 108
5. Gross Profits after
interest but before
depreciation 188.80 156.78
6. Depreciation 36.33 67.06
7. Profit Before Tax 152.47 89.72
8. Provision for Taxation
(net) 45.30 30.72
9. Deferred Tax Provision 0.34 3.26
10. Profit after Tax 106.83 55.74
11. Prior Period Item
Adjusted - 3.73
12. Balance after taxation
carried over to the
Balance Sheet 106.83 52.01
During the year under review the revenue of the company has increased
to Rs. 797 Lac from Rs. 726 Lacs in the previous year registering
growth of 10%. The profit after tax stood at Rs. 106.83 Lac against Rs
55.74 lacs in the previous year showing impressive increase of 52%.
FUTURE OUTLOOK
In view of full occupancy In the Hospital the company had already
commenced Its expansion project in the previous year. The work is in
full flow and the management is of the view that the new Hospital
Building will become operational during the current year.
DIVIDEND & RESERVES:
Keeping In view the requirement of resources for up-gradation and of
the hospital facilities and the capital intensive expansion project, no
dividend has been proposed during the year under review.
The Company proposes to transfer Rs 106.83 lacs to reserve and surplus
resulting into aggregate reserve and surplus of Rs. 429.45 Lac as
against Rs. 250.04 Lac retained in the reserve and surplus during the
preceding previous year.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2015. was Rs.409.84 Lacs.
During the year under review, the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity.
SUBSIDIARY:
The company is not having any subsidiary or associate company as on
31.03.2015.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provisions contained in Section 134 (5) of the
Companies Act, 2013, your Directors to the best of their knowledge and
belief and according to Information and explanations obtained from the
management, confirm that:
- In the preparation of the annual accounts for the financial year
ended March 31, 2015, the applicable accounting standards have been
followed and there are no material departures from the same;
- The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2015 and of the loss of the Company for the
year ended on that date;
- The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records In accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
Irregularities;
- The Directors have prepared the Annual Accounts on a going concern
basis.
- The Directors have laid down proper internal financial controls to be
followed by the Company and such controls are adequate and operating
effectively.
- The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
FIXED DEPOSITS:
No fresh deposits were accepted after April 1,2014. The Company did not
have any unclaimed or overdue deposits as on March 31, 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of The Companies Act,
2013, Dr. V.S. Phull and Mrs. Shalini Sharma Directors are liable to
retire by rotation in ensuing Annual General Meeting and being eligible
offer themselves for re-appointment.
Your Directors recommend for their appointment/re-appointment None of
the Directors of your Company is disqualified as per provisions of
section 164 of the Companies Act, 2013 During the year Dr. S.K. Khatri,
one of the founder promoter Director of the company died on 12.11.2014.
The company places on record the contribution made by Dr. S.K. Khatri
towards the progress of the company.
The information on the particulars of Directors seeking re-appointments
as required under Clause 49 of the Listing Agreement executed with the
Stock Exchanges, have been given under Corporate Governance report
forming part of this report Dr. V.S. Phull, Managing Director, Mr.
Pankaj Gupta, Company Secretary and Mr. Dhanendra Jain, Chief Financial
Officer are the KMPs of the Company as per the provisions of The
Companies Act, 2013 A Board met five times during the financial year
2014-15, the details of which are given in the Corporate Governance
Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
In accordance with the provisions of Section 134 of the Act and Clause
49 of the Listing Agreement, the Board has carried out an evaluation of
its own performance, the performance of Committees of the Board,
namely, Audit Committee, Stakeholders Relationship Committee and
Nomination and Remuneration Committee and also the directors
individually. The manner in which the evaluation was carried out and
the process adopted has been mentioned in the Corporate Governance
Report.
The Board, on the recommendation of the Nomination & Remuneration
Committee, has framed a policy for selection and appointment of
Directors, Senior Management and their remuneration and also framed the
criteria for determining qualifications, positive attributes and
independence of directors. A hard copy of the Remuneration Policy and
criteria for Board nominations may inspect the same at the Registered
Office of the Company or write to the Company Secretary for a copy.
STATEMEHT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS:
As under Section 149 (7) of the Companies Act, 2013, all the
Independent Directors have given their respective declarations that
meet the criteria of independence as specified in Section 149 (6)
of the Companies Act, 2013.
AUDITORS AND AUDITORS REPORT:
M/s K.K. Jain & Co., Delhi, the statutory auditors of the company
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. They have confirmed that their
appointment, if made, shall be in accordance with the provisions of
Section 139(1) of the Act read with Companies (Audit and Auditors)
Rules, 2014 and that they satisfy the criteria given under Section 141
of the Act. They have also confirmed that they hold a valid peer review
certificate as prescribed under Clause 41(l}(h) of the Listing
Agreement.
There is no observation or qualification or adverse remark made in the
Auditors' Report read together with relevant notes thereon.
COST AUDITORS:
The company is not required to appoint cost auditor as per Section 148
of the Companies Act, 2013.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s R.K. Singhal &
Associates, Company Secretaries in practice as the Secretarial Auditor
to undertake the Secretarial Audit of the Company. The Report of the
Secretarial Audit is given in Annexure-A to this Report. There are no
qualifications, reservations or adverse remarks or disclaimers made by
the Secretarial Auditors in their report.
COST AUDITORS:
The company is not required to appoint cost auditor as per Section 148
of the Companies Act, 2013.
SECRETARIAL AUDITOR
PuRs,¯,-3flt to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Mi.
gerial Personnel) Rules, 2014, the Company has appointed M/s R.K.
Singhal & Associates, Company Secretaries in practice as the
Secretarial Auditor to undertake the Secretarial Audit of the Company.
The Report of the Secretarial Audit is given in Annexure-A to irftjs
Report.
There are no qualifications, reservations or adverse remarks or
disclaimers made by the Secretarial Auditors in their report.
RISK MANAGEMENT
As required under Clause 49 of the Listing Agreement, the provisions of
Clause 49 (VI) (C) as given in Part- B i.e. Constitution of Risk
Management Committee shall be applicable to top 100 listed Companies by
market capitalization as at the end of the immediate financial year. As
the Company not fall under the category of top 100 listed Companies,
the Company is not required to constitute a Risk Management Committee.
The Company has a mechanism to identify, assess, monitor and mitigate
various risks to its key business objectives. Major risks identified by
the business and functions are systematically addressed through
mitigating actions on a continuing basis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate Internal Financial Controls with proper checks
to ensure that transactions are properly authorized, recorded and
reported apart from safeguarding its assets. These systems are reviewed
and improved on a regular basis. It has a comprehensive budgetary
control system to monitor revenue and expenditure against approved
budget on an ongoing basis. The internal auditors "M/s A.K. Rana &
Associates", of the Company reviews the controls across the key
processes and submits reports periodically to the Management and
significant observations are also presented to the Audit Committee for
review. Follow up mechanism is in place to monitor the implementation
of the various recommendations.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
As the Company does not fait under any of the threshold limits given
under section 135 of the Companies Act, 2013, the provisions of
Corporate Social Responsibility are not applicable to the Company.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered into during the
financial year with the related parties were on arm's length basis and
were in the ordinary course of business. Section 188(1) of the
Companies Act, 2013 exempts related party transactions that are in the
ordinary course of business and are on arm's length basis. There are no
material Related Party Transactions during the year under review that
require approval of the shareholders through special resolution. The
Board of Directors and the Audit Committee have also approved the all
other related party transactions.
There are no materially significant related party transactions with the
promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the
Company at large.
The details of contracts/arrangements with related parties as required
to be disclosed in Form-AOC-2 is not applicable on the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement Rs form
part of this Annual Report.
DISCLOSURES Committees of the Board
During the year in accordance with the Companies Act, 2013 the Board
re-constituted/re-named some of its Committees and presently the
Company has the following Committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders Relationship Committee The details of all the
Committees along with their composition, terms of reference and
meetings held during the year are provided In the "Report on Corporate
Governance" forming part of this Annual Report.
Vigil Mechanism & Whistle Blower Policy
The Company has established a Vigil Mechanism that enables the
Directors and Employees to report genuine concerns. The Vigil Mechanism
provides for (a) adequate safeguards against victimization of persons
who use the Vigil mechanism; and (b) direct access to the Chairperson
of the Audit Committee of the Board of Directors of the Company in
appropriate or exceptional cases. Details of the Vigil Mechanism policy
are made available on the Company's website www.dirl.ore.in
Conservation of Energy
Your company is not covered by the Schedule of industries under Rule 2
of the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988 requiring furnishing of information regarding
conservation of energy. However, the company does lay a great deal of
emphasis on conservation of energy in all phases of operation.
Technology Absorption:
Not Applicable
Foreign Exchange Earnings and Outgo:
a) Foreign exchange Earnings : NIL
b) Foreign exchange Outgo : NIL
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the financial year 2014-15, the company has neither made any
investment nor given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested In
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
EXTRACT OF THE ANNUAL RETURN
The details of the extract of the Annual Return in Form MGT-9 are given
in Annexure-B to this Report.
PERSONNEL RELATIONS
Your directors hereby place on record their appreciation for the
services rendered by the executives, staff and workers of the Company
for their hard work, dedication and commitment. During the year under
review, relations between the employees and the management continued to
remain cordial.
CORPORATE GOVERNANCE:
The Company has complied with the guidelines prescribed by the Stock
Exchanges on Corporate Governance. The Company has constituted Audit
Committee, Share Transfer Committee and Investors' Grievances Redressal
Committee. The details of compliance made by the Company along-with a
certificate from the Auditors and Management Discussion and Analysis
are as per Annexure - "C and "D" respectively forming part of this
report.
LISTING ON STOCK EXCHANGE:
The company's securities are listed on The Uttar Pradesh Stock Exchange
Association Ltd., Kanpur, The Stock Exchange, Mumbai and The Stock
Exchange Association Ltd., Delhi. The company has paid the listing fee
for all the stock exchanges for the financial year 2014- IS and has
complied with all the requirements of the listing agreement.
ACKNOWLEDGEMENT:
The Directors wish to place on record their sincere appreciation for
the committed and dedicated services of the employees of the Company.
The Board also wishes to thank the Doctors, Specialist in Medical
Field, Bankers for placing their trust on the Company and encouragement
they extend to the Company. The Board places on record their thanks to
the shareholders and the patient public for the confidence reposed by
them In the Company and their appreciation for the services.
By Order of the Board of Directors
Sd/- Sd/-
Placs: Meerut (Dr. V. S. Phull) (Mr. Premjlt Singh Kashyap)
Date; 08.08.2015 Managing Director Chairman |