Dear Shareholders,
Your directors have pleasure in presenting the 26th Annual Report of your
Company together with the audited accounts for the year ended 31st March 2023.
FINANCIAL RESULTS
(Rs. in Lakhs)
| PARTICULARS |
31.03.2023 |
31.03.2022 |
|
(Current year) |
(Previous Year) |
| Income from Operations and other income |
4,818.94 |
3,979.57 |
| Less: Expenses |
4,253.55 |
3,569.22 |
| Add/Less: Exceptional Items |
(0.18) |
(1.00) |
| Profit /(Loss) before Tax |
565.21 |
409.35 |
| Less: Provision for Taxes: |
|
|
| Current tax |
141.01 |
108.57 |
| Deferred Tax |
16.45 |
2.34 |
| Profit / (Loss) after tax |
407.75 |
298.44 |
STATE OF COMPANYS AFFAIRS
Your company has performed tremendously well during the financial year 2022-23 by
posting a Gross profit of more than Rs 5 crores Company has achieved a healthy turnover of
47 crores during the fiscal year 2022-23. In the financial year 2022-23 company witnessed
9703 surgeries in comparison to 8076 surgeries in the financial year 2021-22. In the
operation side company has excelled in bridging all the short comings it faced during the
covid times. Company is well prepared to face all the adversities that may arise in future
in the way of operations.
DIVIDEND:
The company declared a final dividend of Rs 0.50 in the Annual General Meeting held on
22nd September 2022.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no Material changes and commitments effecting the financial position of the
company SHARE CAPITAL:
The Paid up equity share capital as on 31st March, 2023 was 2,079.63 Lakhs.
During the year under review, the Company has not issued any shares to the Shareholders.
The company has neither issued shares with differential voting rights nor granted stock
options or sweat equity shares.
FINANCE:
Cash and cash equivalents as at 31st March, 2023 was Rs. 360.30 Lakhs. The
Company continues to focus on judicious management of its working capital, receivables,
inventories and other working capital parameters which are kept under strict check through
continuous monitoring.
TRANSFER TO RESERVE:
The Company does not transfer any of its profits to reserves during the year.
DEPOSITS:
During the year under review, your company has not accepted any deposits from public
covered under Sections 73 to76 or any other relevant provisions of the Act and rules
framed thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, your Company has not given any loans or guarantees
covered under the provisions of section 186 of the Companies Act, 2013.
The detail of the investments made by the company is given in the notes to the
financial statements.
CORPORATE SOCIAL RESPONSIBILITIES:
Your company does not fall within the bracket as prescribed by Section 135 of the
Companies Act, 2013 and rules framed thereunder. Hence CSR obligations are not applicable.
DIRECTORS:
Directors retiring by rotation:
Ms. Kavetha Sundaramoorthy ( DIN:2050806 ) Director of the Company retires by rotation
at the forthcoming Annual General Meeting and being eligible, offers herself for re-
appointment.
Information regarding the Directors seeking appointment/re-appointment:
Resume and other information regarding the Directors seeking appointment /re-
appointment as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 has been
given in the Notice convening the ensuing Annual General Meeting and in the Statement
pursuant to Section 102 of the Act.
Declaration by Independent Directors:
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and regulation
16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
In opinion of the Board with Independent Directors possess integrity, expertise and
experience (including the proficiency).
Familiarisation Programme:
Your Company has adopted a policy on Familiarization programme of Independent
Directors. During the year under review one programme was conducted by the company.
Details of such programme for familiarisation of the Independent Directors are put on the
website of the Company at the following web-link: https://www.lotuseye.org/Investors.php
Statutory Disclosure:
None of the Directors of the Company is disqualified as per the applicable provisions
of the Act. A certificate in this regard is certified by the Secretarial Auditors is
attached with the Corporate Governance Report.
BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its
own performance, the Directors performance individually as well as evaluation of the
working of its Audit Committee and Nomination and Remuneration Committee.
The criteria for performance evaluation are as under: Performance Evaluation of Board:
Key Parameters: Degree of fulfillment of key responsibilities; Board structure and
composition; Establishment and delineation of responsibilities to Committees;
Effectiveness of Board processes, information and functioning; Board Culture and Dynamics;
Quality of relationship between the Board and the Management; Efficacy of communication
with external stakeholders, etc.
Self Assessment of the Performance by Individual Directors (including Independent
Director):
Key Parameters: Attendance at meetings; contribution at meetings; independence of
judgment; direction / guidance to senior management, etc.
Self Assessment of the Performance by the Board Level Committees:
Key Parameters: Degree of fulfillment of key responsibilities; Adequacy of
Committee Composition; Effectiveness of meetings; Committee dynamics; Quality of
relationship of the committee with the Board and the management, etc.
The Directors have expressed their satisfaction with the evaluation process.
REMUNERATION POLICY:
The Policy on Board Diversity and Nomination & Remuneration Policy as recommended
by the Nomination & Remuneration Committee and approved by the Board of Directors. The
said policies are available on the Companys website at the following link:
https://www.lotuseye.org/lnvestors.php
MEETINGS:
During the year, four Board Meetings, four Audit Committee Meetings, two Nomination and
Remuneration Committee Meeting was convened and held. One Stakeholder Relationship
Committee Meetings for the financial year 2022-23 were held. The details of there are
given in the Corporate Governance Report. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013.
COMMITTEES OF THE BOARD;
Currently the Company has three Committees i.e. Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. All the committees are
Independent under the Chairmanship of an Independent Director. The details of the
compositions, terms of reference, meetings, etc., of said Committees are given in the
Report on Corporate Governance which forms part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to
state that:
I. In the preparation of the annual accounts the applicable accounting standards have
been followed.
II. Appropriate accounting policies have been selected and applied consistently, and
judgments and estimates that have been made are reasonable and prudent so as to give a
true and fair view of the company at the end of the financial year and of the company for
that period.
III. Proper and sufficient care has been taken 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 the preventing and detecting fraud and
other irregularities.
IV. Annual accounts have been prepared on going concern basis.
V. Internal financial controls to be followed by the company were followed and those
internal financial controls are adequate and were operating effectively.
VI. Devised proper systems to ensure compliance with the provisions of all applicable
laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of the business. No subsequent
material modifications are made to the existing related party transactions. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large. Accordingly, In the absence of any transactions for
reporting in Form AOC-2 in terms of Section 134 of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014. Providing AOC-2 as part of this report does not arise.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by the Regulators/Courts/Tribunals
which would impact the going concern status and Companys operations in future.
SUBSIDIARY/ / ASSOCIATE / JOINT VENTURE COMPANIES:
The Company neither has any subsidiary or associate company nor has any joint venture
company. CHANGE IN NATURE OF BUSINESS, IF ANY
During the year under review, there is no change in nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting financial position of the
Company which have occurred between the end of the financial year of the Company to which
the Financial Statements relate and date of this report.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as "Code of
Conduct" which forms an Appendix to the Code. The Code has also been posted on the
Companys website at the following link: https://www.lotuseye.org/Investors.php
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the^^
Code. All Management Staff were given appropriate training in this regard.
DIRECTORS
There was no appointment or resignation of director except resignation of CA R
Subaramanian with effect from 10.02.2023 during the financial year 2022-23.
KEY MANAGERIAL PERSONNEL
The details of the Key Managerial Personnel of the Company, their appointment /
cessation during the year under review and remuneration are given in the draft Annual
Return .
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting highest standards of professionalism, honesty, integrity
and ethical behavior.
Your Company is committed to developing a culture where it is safe for any Whistle
Blower to raise concerns about any poor or unacceptable practice and any event of
misconduct. The alleged misconduct may be classified in many ways; namely, violation of a
law, rule, regulation and / or a direct threat to public interest, such as health and
safety violations and corruption.
Your Company will not tolerate any form of victimization and will take appropriate
steps to protect a bona fide whistle blower and shall treat any retaliation as a serious
disciplinary offence that merits disciplinary action. The Company will protect the
identity of the whistle blower, if so desired, provided that the whistle blower will need
to attend any disciplinary hearing or proceedings as may be required for investigation of
the complaint. The mechanism provides for a detailed complaint and investigation process.
If circumstances so require, the employee can make complaint directly to the Chairman of
the Audit Committee. The said mechanism can also be availed by the Directors of the
Company.
Whistle Blower Policy of your Company is available on the website of the Company at
the following link: https://www.lotuseye.org/Investors.php
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Audit committee of the Board is
responsible for implementation of the Code.
The same Code is available in the website of your Company at the following link:
https://www.lotuseye.org/Investors.php
All Board of Directors and the designated employees have confirmed compliance with the
Code.
AUDITORS REPORT:
The observation made in the Auditors Report read together with relevant notes thereon
are self- explanatory and hence, do not call for any further comments under Section 134 of
the Companies Act, 2013.
AUDITORS:
M/s. Anbarasu & Jalapathi, Chartered Accountants are your statutory auditors, who
shall hold office till the conclusion of 30th Annual General Meeting.
INTERNAL AUDITORS:
CA P Vishnu Adithan, Practicing Chartered Accountant was appointed as the Internal
Auditors of the Company for the financial year 2021-22 pursuant to Section 138(1) of the
Act.
SECRETARIAL AUDIT/AUDITORS:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Mr.P.Eswaramoorthy (CP No. 7069) Company Secretary in Practice to undertake the
Secretarial Audit of the Company.
SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report. The Company Secretary in Practice has made his observation in
Secretarial Audit Report. (MR-3) which is annexed herewith as "Annexure -
IV"
COST AUDIT
The applicability of cost audit under section 148 is not applicable
DRAFT ANNUAL RETURN:
The details forming part of the draft Annual Return in form MGT-7 is posted in the
website https://www.lotuseye.org/Investors.php
BUSINESS RISK MANAGEMENT:
The Company has a robust Risk Management framework to identify, evaluate business risks
and opportunities. This framework seeks to create transparency, minimize adverse impact on
the business objectives and enhance the Companys competitive advantage. As part of the
Risk Management framework, the Company reviewed periodically the various risks and
finalized the mitigation plans. The identified risk areas were covered by the Internal
Audit and major risks were discussed periodically.
PARTICULARS OF EMPLOYEES:
Statements containing the details as required in terms of the provisions of Section 197
of the Act read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure -I. During
the year under review , no complaint /case was filed pursuant to Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Corporate Governance and Management Discussion & Analysis Report, which form an
integral part of this Report, is set out as separate Annexure, together with the
Certificate from the Auditors of the Company regarding compliance with the requirements of
Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. (Refer "Annexure - II" ,"Annexure -
III" and "Annexure - IV")
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are
as under:
a) Conservation of Energy:
| Steps taken for conservation |
The operation of the Company being service related requires normal consumption of
electricity. The Company is taking every necessary step to reduce the consumption of
energy. |
| Steps taken for utilizing alternate sources of energy |
Nil |
| Capital investment on energy conservation equipments |
In view of the nature of activities carried on by the Company, there is no capital
investment on energy conservation equipments. |
b) Technology Absorption:
| Efforts made for technology absorption |
Nil |
| Benefits derived |
Nil |
| Expenditure on Research & Development, if any |
Nil |
| Details of technology imported, if any |
Nil |
| Year of import |
Nil |
| Whether imported technology fully absorbed |
Nil |
| Areas where absorption of imported technology has not taken place, if any |
Nil |
c) Foreign Exchange Earnings/ Outgo
(Rs. In Lakhs):
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT,
2013
Company has complied with provisions relating to constitution of Internal complaints
committee.
There were Nil Complaints received during the Financial Year 2022-23 INSOLVENCY AND
BANKRUPTCY CODE 2016
There was no application made under the Insolvency and Bankruptcy Code 2016 during the
Financial year under purview.
FRAUDS UNDER SECTION 143(12) REPORTED BY STATUTORY AUDITORS
There was no instances of fraud reported during the financial year 2022-23 by the
statutory auditors.
COMPLIANCE WITH SECRETARIAL STANDARDS
Company is in compliance with secretarial standards issued by the Institute of Company
Secretaries of India.
LISTING WITH STOCK EXCHANGES
The company has listed its equity shares in Bombay Stock Exchanges and National Stock
Exchanges. QUALIFICATION ADVERSE REMARKS RESERVATIONS BY AUDITORS IF ANY
There are no qualifications in the Statutory audit report
There are 6 qualifications by the Secretarial Auditor of which 5 qualifications has
been set right by the company as on the date of the Board meeting in which Boards Report
was approved.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT
Your Company has put in place, well defined and adequate Internal Control System and
Internal Financial Control (IFC) mechanism commensurate with size, scale and complexity of
its operations to ensure control of entire business and assets. The functioning of
controls is regularly monitored to ensure their efficiency in mitigating risks.
BUSINESS RESPONSIBILITY STATEMENT
Business Responsibility Report in line with the National Voluntary Guidelines (NVG) on
Social, Environmental and Economic Responsibilities of Business, released by the Ministry
of Corporate Affairs, Government of India and as stipulated under Regulation 34 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI LODR) forms integral part of this Annual Report.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to the Members of
the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives,
Staff at all levels for their continuous cooperation and assistance.
|
For and on behalf of the Board |
| Place: Coimbatore |
(Sd/-) Ms. Sangeetha Sundaramorthy |
| Date:24.5.2023 |
Managing Director |
+91-9892691696
