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You can view full text of the latest Director's Report for the company.

BSE: 543346ISIN: INE0EAX01014INDUSTRY: Hospitals & Medical Services

BSE   ` 66.98   Open: 67.10   Today's Range 66.98
67.11
-3.52 ( -5.26 %) Prev Close: 70.50 52 Week Range 43.16
89.65
Year End :2023-03 

The directors have pleasure in submitting herewith their Annual Report together with the Audited Statement of Accounts for the financial year ended on 31st March, 2023.

FINANCIAL RESULTS

(in Rs. Lakhs)

Particulars

March 31,

March 31,

2023

2022

Revenue from Operations

1,894.47

3,973.36

Other Income

312.31

12.78

Total Income

2,206.78

3,986.14

Total Expenses

2,463.69

3,702.23

Profit / (Loss) before exceptional item and tax

(2,56.91)

2,83.91

Exceptional items

-

-

Profit / (Loss) before tax

(256.91)

2,83.91

Less: Tax Expenses

-

47.39

Profit / (Loss) for the year

(2,56.91)

2,36.52

STATE OF COMPANY’S AFFAIR, OPERATING RESULTS AND PROFITS

Aashka Hospitals is a Multi - Speciality hospital founded in the year 2012, located in the Capital of Gujarat i.e. Gandhinagar. Aashka is an advanced tertiary care medical center, consisting of 150 beds including 65 ICU beds, class 100 modular two cardiac OTs & four dedicated OTs for each super - speciality. Two procedure rooms are available for endoscopy and other minor procedures. All OTs with laminar airflow, HEPA filters & next generation Anesthesia Trolly. Hospital has state of the art flat panel Cath Lab, CT scan, pneumatic transfer system & ultra-modern software driven administration.

Intensive Care Unit (ICU) is a specialized facility dedicated to patients who require intensive monitoring, nursing care and complex respiratory support. The ICU is staffed 24 hours a day by certified specialists and experienced nurses in intensive clinical care. Ultra-modern 65 beaded ICU are equipped with intelligent ventilators, by-phasic AED & pacing defibrillators, modular touch screen multipara monitoring system and centralized Gas supply system.

• Operation

During the year under review, total earnings has been ? 1,894.47 Lakhs as compared to ? 3,973.36 Lakhs in the previous year. Losses of the Company after tax stood at ? 2,56.91 Lakhs as compared to Profit of the Company ? 2,36.52 Lakhs in the previous year.

As a consequence, to retraction in footfall due to COVID-19 aftermath, there has been low turnover ratio, which has resulted into losses for the year. Your management are working hard to improve the turnover.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy.

• Internal control system and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operation. The scope of Internal Audit is well defined in the organization. The Internal Audit Report regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserves.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year ended on 31st March, 2023

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends of the Company which remained unpaid or unclaimed for a period consecutive seven years from the date of transfer to the unpaid dividend account shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”).

In terms of the foregoing provisions of the Act, the company is not required to transfer any funds or shares to IEPF.

DEPOSITS

The Company has neither accepted nor invited any Deposit falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

Further, loans provided by the Directors are being provided by their owned funds and for the same declaration has been provided by the directors.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The company has no subsidiaries, associates or joint ventures during the period under review.

Further, there has been no subsidiaries, associates or joint venture companies which have ceased during the year.

SHARE CAPITAL

The Capital Structure of the Company for the financial year ending March 31, 2023 is as tabled below:

Particulars

Amount

Authorized Share Capital:

2,50,00,000 Equity Shares of ?10/- each

25,00,00,000

Total Authorized Capital

25,00,00,000

Issued Capital

2,34,00,000 Equity Shares of ?10/- each

23,40,00,000

Subscribed & Paid - up Capital

2,34,00,000 Equity Shares of ? 10/- each

23,40,00,000

Less: 32,000 Equity Shares of ? 10/- each forfeited*

(3,20,000)

Total Paid - up Capital

23,36,80,000

*The Company has made the allotment for the Initial Public Offering to the eligible applicants as per the Basis of Allotment. However, there were 31 applicants to whom shares were credit to their demat accounts but no application money has been received. Hence, those shares are marked for forfeiture.

CHANGE IN THE NATURE OF BUSINESS:

There has been no considerable change in the business of the Company, during the period under review.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board of Directors, there are no material changes and commitments made by the Company occurring between the ends of the financial, which is influential or affecting the financial position of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder, Mrs. Shreyarthi Bipin Shah, Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible, had offered herself for reappointment. The Board recommends her appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

During the period under review Mr. Bhavesh N Sonesara, Company Secretary and Compliance Officer of the Company has tendered his resignation from the post of Company Secretary and Compliance Officer of the Company w.e.f. May 16, 2022.

Further, the Company has appointed Mr. Umang Ashwinbhai Shah (DIN: 09735002) as Additional Independent Director, Mr. Lokesh Bhanverlal Khandelwal as Chief Financial Officer and Mr. Mayank Agarwal as Compliance Officer and Company Secretary of the Company w.e.f. October 7, 2022.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Six (6) Board Meetings were held on May 5, 2022, August 18, 2022, October 7, 2022, January 18, 2023, March 13, 2023 and March 31, 2023 during the financial year 2022-23.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Director of the Company have given their declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfill the conditions of independence, integrity, expertise and experience (including the proficiency) as specified in the Act and the Rules made there under and are independent of the management.

FORMAL EVALUATION OF BOARD, COMMITTEE & INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board and its respective members are required to carry out performance evaluation of the board as a body, the Directors individually, Chairman as well as that of its committees.

The Board of Directors of your Company, in order to give objectivity to the evaluation process identified an independent process for conducting board evaluation exercise for its this financial year.

DISCLOSURE OF VARIOUS COMMITTEE OF BOARD

A) AUDIT COMMITTEE

The Audit Committee and the Policy are in compliance with Section 177 of the Companies Act, 2013, read along with the applicable rules thereto.

Composition

Sr.

No.

Name of the Member

Designation

1.

Umang Ashwinbhai Shah1

Chairperson

2.

Hiteshkumar Ramanlal Shah

Member

3.

Shreyarthi B. Shah

Member

1 Appointed w.e.f. October 7, 2022

B) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

Composition

Sr.

No.

Name of the Member

Designation

1.

Umang Ashwinbhai Shah1

Chairperson

2.

Hiteshkumar Ramanlal Shah

Member

3.

1 A___

Shreyarthi B. Shah

___• j____ e ___n oaoo

Member

C) STAKEHOLDERS RELATIONSHIP COMMITTEE

Our company has stakeholders’ relationship committee as per the provisions of Section 178(5) of the Companies Act, 2013. The constitution of the Stakeholders Relationship Committee is as follows:

Sr.

No.

Name of the Member

Designation

1.

Umang Ashwinbhai Shah1

Chairperson

2.

Bipinchandra Dineshbhai Shah

Member

3.

Shreyarthi B. Shah

Member

1 Appointed w.e.f. October 7, 2022

AUDITORS

Pursuant to the provisions of Section 139 of the Act and rules framed thereunder M/s. Singhi & Co., Chartered Accountants, (Firm Registration No. 302049F) were appointed as Statutory Auditors of the Company for a consecutive term of five years to hold office from the conclusion of Annual General Meeting held on September 29, 2018. Their office is liable to expire at the ensuing Annual General Meeting. Accordingly, Board has proposed for the appointment of M/s. Parimal S. Shah & Co., Chartered Accountants, Ahmedabad (FRN: 107591W) for the tenure of 5 (Five) years from the conclusion of 11th Annual General Meeting till the conclusion of 16th Annual General Meeting.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORTS

The explanation to the qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their report are as under:

Sr.

No.

Qualifications / Reservations / Adverse Remarks / Disclaimers

Managements’ Reply

1.

The company has charged interest on various advances extended out of the public issue amount to Rs. 3,596.50

The Company has paid the said amount to various vendors as advances for the development of Wellness Centre and for

Lakhs. In the current year the Company has Charged interest on such advances amounting to Rs. 305.80 Lakhs. However, Confirmation of interest receivable of Rs. 213.49 Lakhs are not provided to us as such loss is understand by the same amount and figures of advances has been overstated by the same amount. And no significant progress is seen for the parties to whom such advances were made.

acquisition / tie up with the various clinics or Hospitals. The Board has resolved to cancel the agreement with them as they seem to unfit for execution of contract. As the Company has not received back the advances, interest of Rs. 315.54 Lakhs has been charged on the said advances during the FY 2022 - 23.

2.

Sale deed for Rs. 2,866.75 Lakhs advance to Director in the FY 2021-22 is yet to be executed

The company has paid advance towards Purchase of Land for the development of Wellness Centre. The Board of Directors has decided that Wellness Centre should not be set up as the Company needs to focus on its core business of running the Hospital. Hence, the transaction of Purchase of Land has been cancelled and the Director will refund the amount of advances to the Company.

3.

The Company is yet to pay Rs. 972.00 Lakhs out of the proceeds of the Public Issue towards repayment of the Bank Loan.

The Company is in process to repay the balance amount as early as possible.

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 has appointed M/s. Suthar & Surti, Company Secretaries to undertake the Secretarial Audit of the Company. It is hereby confirmed that the Company has complied with the provisions of SS -1 i.e. Secretarial Standard on meetings of Board of Directors and SS - 2 i.e. Secretarial Standards on General Meetings. The Report of the Secretarial Auditor for the FY 2022 - 23 is annexed herewith as “Annexure - A”.

The as ta

details of qualification, reservation or adverse remark on the Secretarial Auditor report is ble below:

Sr.

No.

Qualifications / Reservations / Adverse Remarks / Disclaimers

Managements’ Reply

1.

The company has delayed in filing of Half Yearly results for the period ended on March 31, 2022 and September 30, 2022

Due to resignation of CFO and Company Secretary in Whole Time Employment, there has been cascading effect on audit process. Hence, there has been delay in finalizing of accounts for both the periods

2.

The Company has deviation in utilization of the IPO proceeds

The proceeds of IPO funds have been utilized for the given object. However, the proportion for allocation of funds has been changed. The managements are in process of seeking members approval for the change in utilisation.

3.

Reason for Delay in disclosure of Financial Result for the Half Year ended September 30, 2022 is not provided.

The Company had disclosed the reason of delay during the outcome of the Financial Result.

4.

Notice of Board Meeting for approval of Financial Result for the Half Year ended on March 31, 2022 and September 30, 2022 has been given with shorter notice.

Due to paucity of time and delay in finalizing of accounts for the observed period, company had called the meeting at shorter notice with the presence of atleast 1 Independent Director.

5.

There has been delay of 2 days in uploading Annual Report under Regulation 34 of SEBI (LODR) Regulations, 2015.

Confirmation from the agency for dispatch of Annual Report along with the Notice was not received. Hence, there was delay of 2 days.

6.

The Company has not filed Statement of Deviation for the Half Year ended March 31, 2022 and September 30, 2022.

The remark is self-explanatory and the company is in process to file the same

7.

The 10th Annual General Meeting of the Company has not been convened within the closure of Six (6) months of the Financial Year, and neither have company seek extension for convening of Annual General Meeting.

There has been delay in finalizing of Financial Statement for the period ending March 31, 2023, due to cessation of Chief Financial Officer and Company Secretary in Whole Time Employment, which hampered the Audit Process.

8.

Vacancy caused due to resignation of Independent Directors was not filled within 3 (three) months from the date of such resignation.

The Company was in search for the appropriate candidate and had appointed Mr. Umang Shah w.e.f. October 7, 2022.

9.

As the vacancy of the Independent Director was not filed within 3 (three) months from the date of such resignation, constitution of some of the committees were not fully complied during such vacancy period.

The remarks are self - explanatory.

10.

Vacancy caused due to resignation of Whole Time Key Managerial Personnel i.e. Chief Financial Officer was not filled within 6 (Six) months from the date of such vacancy.

The Company was in search for the appropriate candidate and had appointed Mr. Lokesh Khandelwal w.e.f. October 7, 2022.

11.

There is pending Scores complaint from November 22, 2022, which is not yet resolved.

The matter relates to wrongly credit of Shares without receipt of payment from the allottees. The matter is being taken up by the SEBI.

12.

The Company has not uploaded the XBRL File of Financial Statement for the period ending March 31, 2023 after submitting the same with the Registrar of Companies.

There is a technical issue in uploading the file, which the company is resolving.

INTERNAL AUDITOR

Upon the recommendation of the Audit Committee, the Board of Directors had appointed M/s. Parimal S. Shah & Co., Chartered Accountants as the Internal Auditor for FY 2022 - 23.

DETAILS OF FRAUDS REPORT BY THE AUDITOR

There are no frauds reported by the auditor in its audit report in pursuance to section 143(12) of the Companies Act, 2013, during the period under review.

COST AUDITOR

In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) of the Companies Act, 2013 in relation to the financial statements for the year 2022- 23, the Board of Directors state that:

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

b) The directors had 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 for the financial year ended on March 31, 2023 and of the profit and loss of the company for that period;

c) The directors had 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;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of investments, loans and guarantee under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, as on 31st March, 2023, are set out in Notes to Financial Statements forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY

The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social Responsibility are not applicable to the company.

RELATED PARTY TRANSACTIONS:

All the contracts or arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis. During the year under review, the Company has entered into contracts or arrangements with related parties, which are material contracts or transaction on arms’ length basis, which has been provided in Form AOC - 2 and appended as “Annexure - B”.

All related party transactions are presented to the Audit Committee and Board for approval. The Policy on Related Party Transactions as approved by the Board is available on Company’s website.

BUSINESS RISK MANAGEMENT

The Company has formulated Risk Management Policy in order to monitor the risks and to address/ mitigate those risks associated with the Company. The Board of Directors do not foresee any elements of risk, which in its opinion may threaten the existence of the Company.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTER

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director etc. and the same is also available on the website of the Company at the link https://aashkahospitals.in/wp-content/uploads/2021/08/G-Nomination-and-Remuneration-Policy.pdf

MANAGERIAL REMUNERATION

Disclosure pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Schedule V of the Companies Act, 2013 are as under:

1) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year

Sr.

No

Name of the Director

Designatio

n

Remuneratio n Paid

Medium

Remuneratio

n

Ratio to Median Remuneratio n

1.

Bipinchandr a Dineshbhai Shah

Chairman &

Managing

Director

Nil

? 1,20,468

0

2) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review

Sr.

No.

Name of Director / KMP

Designation

% increase in Remuneration

1.

Bipinchandra Dineshbhai Shah

Chairman & Managing Director

No salary has been paid during the year

2.

*Mayank Agarwal

Company Secretary & Compliance Officer

0%

3.

#Lokesh Khandelval

Chief Financial Officer

0%

*Appointed w.e.f. October 7, 2022 # Appointed w.e.f. October 7, 2022

3) The percentage increase in the median remuneration of employees in the Financial Year

4) The number of permanent employees on the rolls of the Company - There are 238 employees during the reporting period.

5) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out it there are any exceptional circumstances for increase in the managerial remuneration - The median percentage increase in salaries of employees other than the managerial personnel is 14.21% as compared to remuneration increase in Managerial Personnel is 0%.

6) Affirmation - It is hereby affirmed that the remuneration paid to the Managerial Personnel is as per the remuneration policy of the Company.

Corporate Governance - Disclosure

7) All Elements of Remuneration Package of all the Directors

Sr.

No.

Name

Salary

Benefits

Bonuses

Stock

Options

Pension

1.

Bipinchandra

Dineshbhai

Shah

Nil

P.F.,

Gratuity,

Perquisites,

etc.

-

-

-

8) Details of Fixed component and performance linked incentives along with the performance criteria - Not Applicable

9) Service contracts, notice period, severance fees - Not Applicable

10) Stock Option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable - There are no stock option in the company.

PARTICULARS OF EMPLOYEES:

Pursuant to the Sub - Rule (2) of the Rule 5 of the Companies (Appointment & Remuneration or Managerial Personnel) Rules, 2014, read with Section 197 of the Act, no employees was in receipt of the remuneration in aggregate to ? 102 lacs per annum or ? 8.5 lacs per month or at a rate in excess of that drawn by the Managing Director / Whole - time director of Manager and holds himself or along with his spouse & dependent children, no less than two percent of the equity shares of the Company. 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 the business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

WEBLINK OF THE ANNUAL RETURN:

The copy of Annual Return in Form MGT - 7 for the financial year ending March 31, 2023 has been placed on the web portal of the company at www.aashkahospitals.in under Investor section.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ATC, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 and the rules framed thereunder. Pursuant to the provisions of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and rules made thereunder, the Company has formed an Internal Complaint Committee.

During the financial year 2022-23, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as at 31st March, 2023.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:(A) CONSERVATION OF ENERGY -

(i) Steps taken or impact on conservation of energy;

1. Use of high efficiency welding machine against conventional welding machine.

2. Replacement of low efficiency electric motors with high efficiency electric motors.

3. Replacement of conventional tube light by LED at various locations. .

(ii) Steps taken by the Company for utilising alternate sources of energy;

Company has decided to utilize solar power for domestic usage.

(iii) Capital investment on energy conservation equipment;

1. The Company continuously makes investments in its facility for better maintenance and safety of the operations.

2. The Company has undertaken efforts to improve the existing facilities in order to reduce energy consumption.

(B) TECHNOLOGY ABSORPTION -

(i) Efforts made towards technology absorption;

The Company is planning to utilize waste heat of process to reduce natural gas consumption.

(ii) Benefits derived as a result of the above efforts:

Specific consumption of energy is reduced, cost reduction and increase in sales.

(iii) Information regarding technology imported, during the last 3 years: Nil

(iv) Expenditure incurred on Research and Development: Nil

(C) Foreign Exchange Earnings and Outgo -

(a) Foreign Exchange Earnings: Nil

(b) Foreign Exchange Out go: Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, details on Management Discussion and Analysis Report are annexed as “Annexure - C”.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation, for the contribution made by the employees, at all levels but for whose hard work, and support, the Company’s achievement would not have been possible. The Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.