vanasthali textile industries ltd Directors report

To

The Members

NOIDA MEDICARE CENTRE LTD

The Board of Directors are pleased to present the 30th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2019.

FINANCIAL RESULTS:

Particulars	March 31,2019	March 31,2018
Revenue from Operations	169,299,770	187,800,207
Other Income	6,491,867	11,439,833
Total Income	175,791,637	199,240,040
EXPENSES
Cost of Material Consumed	24,024,793	46,074,961
Employee benefits expense	38,892,105	33,688,609
Finance costs	1,479,448	55,029,247
Depreciation and amortization expense	21,927,049	26,994,686
Other expenses	119,900,485	176,537,616
Total expenses	206,223,880	338,325,118
Profit /(loss) before exceptional items and tax	(30,432,243)	(139,085,078)
Exceptional Items	-	-
Profit/(loss) before tax	(30,432,243)	(139,085,078)
Tax expense:
(1) Current tax	2,400	-
(2) Deferred tax	(1,840,330)	(1,439,913)
Profit(loss) for the period from continuing operations	(28,594,313)	(137,645,166)
Profit/(loss) from discontinued operations	-	-
Tax expense of discontinued operations	-	-
Profit/(loss) from Discontinued operations (after tax)	-	-
Profit /(loss) for the period	(28,594,313)	(137,645,166)
Other Comprehensive Income
A(i) Items that will not be reclassified to profit or loss	-	-
(ii) Income tax relating to items that will not be reclassified to profit or loss	-	-
B(i) Items that will be reclassified to profit or loss	-	-
(ii) Income tax relating to items that will be reclassified to profit or loss	-	-
Total Comprehensive Income for the period (Comprising profit (loss) and Other Comprehensive Income for the period)	(28,594,313)	(137,645,166)
Earnings per equity share (for continuing operation)
(1) Basic	(1.98)	(9.52)
(2) Diluted	(1.98)	(9.52)
Earnings per equity share (for discontinued operation)
(1) Basic	-	-
(2) Diluted	-	-
Earnings per equity share (for discontinued & continuing operations)
(1) Basic	(1.98)	(9.52)
(2) Diluted	(1.98)	(9.52)

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The company has managed to record a total turnover of Rs. 1757.91 lakh as compared to a turnover of Rs. 1992.40 lakh for the previous year ended 31st March, 2018. During the year under review, total comprehensive Income for the period is Rs. (285.94) lakh as compared to Rs. (1376.45) lakh in the previous year ended 31st March, 2018.

The company has started regaining its place and your Board is confident that it would return to its full capacity very soon. We sincerely thank our shareholders, bankers, employees, doctors, consultants, and all stakeholders for their continued faith, cooperation and support.

FINANCE

During the year under report, Kotak Mahindra Bank Ltd., HDFC Bank Limited and Suraksha ARC Private Limited continued to be the main banker of the company. The company has been able to reduce its term loan facility substantially. The details of secured borrowings as on 31-03-2019 are as under: -

Secured Borrowings	Amount in Rupees Lakh
(a) Loans repayable on demand	As at 31-03-2019
(i) LC Devolvement from Dhanlaxmi Bank Limited (Secured against Land and Building and Personal Guarantee of Promoter Director)	1584.31
(ii) Loan from Reliance Capital (Secured against Equipment and Personal Guarantee of Promoter Director)	3.25
(iii) Secured Loan from Suraksha ARC	1999.16
Total	3586.72

TRANSFER TO RESERVE

During the year under review, no amount has been transferred to reserves.

CHANGE IN THE NATURE OF BUSINESS. IF ANY

There is nothing to report under this head as company has not changed its nature of Business during the financial year under consideration

SHARE CAPITAL

There is no change in the share capital of the company during the year and hence no comment is required.

DIVIDEND

Your company has not paid any dividend for the year under consideration.

PUBLIC DEPOSITS

The company has not invited any deposit from the public.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The Chairman and Managing Director had one-on-one meetings with the Independent Directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors inputs on effectiveness of Board/Committee processes. The Board considered and discussed the inputs received from the Directors. Further, the Independent Directors at their meeting reviewed the performance of Board, Chairman and Managing Director and of Non-Executive Directors.

NOMINATION AND REMUNERATION POLICY [COMPANYS POLICY ON APPOINTMENT OF DIRECTORS, THEIR REMUNERATION AND OTHER RELATED THINGS1

The company is having its policy on appointment of Directors, their Remuneration and other related things which are in conformity with the Laws, Rules and Regulations. The Nomination and Remuneration Committee of the Board has to play a wider role in the matter. The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. As part of the policy, the Company strives to ensure that:

a) the level and composition of Remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) relationship between Remuneration and Performance is clear and meets appropriate Performance Benchmarks; and

c) Remuneration to Directors, KMP and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report.

The said information is also available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information by post may write to the Company Secretary, at the registered office and the same will be furnished on request. Further the details are also available on the Companys website: www.nmc.co.in DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the company is duly constituted. There is no change in composition of the board during the year under consideration. As per the Companies Act, 2013, Mr. Shailesh Sehgal will retire at the Annual General Meeting and being eligible, seeks re-appointment.

Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the company are as under: -

SI No Name of the KMP	Designation
1 Dr. (Maj) Naveen Chaudhri	Managing Director
2 CS Kumari Shashi Sinha	Company Secretary
3 Mr. Ananjan Chaudhri	Whole-Time Director

The information on the particulars of the Director (s)seeking re-appointment including Profile, particulars of experience, attributes and skills, as required under relevant clause of the Listing Agreement read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is furnished elsewhere in this report.

DECLARATION BY INDEPENDENT DIRECTORS

The independent Directors of the company, in opinion of the Board, are the person of integrity and possess relevant expertise and experience. They are or were not a Promoter of the Company or its Holding, Subsidiary or Associate Company and they are not related to Promoters or Directors of the Company, its Holding, Subsidiary or Associate Company. They including their relatives have or had no Pecuniary Relationship with the Company, its Holding, Subsidiary or Associate Company, or their Promoters, or Directors, during the two immediately preceding financial years or during the current financial year. They are not related with the company in any manner or aspect except being Independent Director. The declaration as required under section 149 (6) has already been obtained.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There are no subsidiary/Joint Ventures/Associate Companies and hence no comment is required.

COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER

Regarding remarks of the Statutory Auditor, the Company was going through very tough situation and was fighting for creating the liquidity on daily basis. However, things are now started moving in right direction and your board is very much hopeful to overcome to all the hurdles in time to come. The non-payment to the Financial Institution and/or other liabilities including TDS is purely inadvertent and will be regularised having regards to the financial health of the company.

Regarding remarks of the Secretarial Auditors, the company has already approached the Honourable High Court of Delhi challenging the impugned order of the Delisting Committee of Bombay Stock Exchange and your board is very much hopeful of getting rid of the same. Further, regarding appointment of the statutory Auditor, the company has obtained all required declaration cum consent from the Auditor. The certified copy of the consent as obtained from the statutory Auditor has already been provided to the Secretarial Auditor.

INTERNAL CONTROL SYSTEM

This Forms an integral part of the Management Discussion and Analysis Report.

DISCLOSURE ABOUT COST AUDIT AND COST RECORDS

The provisions pertaining to Cost Audit are not applicable to your company.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act, Rules and Regulations made there under, the Company had appointed M/s. AKP & Associates, Company Secretaries (Practicing Company Secretary) as Secretarial Auditor of the company for the year 2018-19. The Board considers his services valuable as far as corporate compliance is concerned and has proposed his re-appointment as Secretarial Auditor of the Company for the year 2019-20. The report of the Secretarial Auditor has been obtained and is being annexed to this report. The report is self-explanatory and do not call for any further comments. Regarding observation pertaining to peer review of auditor, the auditor has already been requested to submit peer review certificate at the earliest.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to Report Genuine Concerns has been established. The purpose is to strengthen its policy of corporate transparency and to establish an innovative and empowering mechanism for employees. Employees can report to the Management their concerns about unethical behaviour, actual or suspected fraud or violation of the companys code of conduct or ethics or policy.

RISK MANAGEMENT POLICY

Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a companys capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management Process focuses on ensuring that these risks are identified and addressed on a timely basis. The Board of Directors has constituted a Risk Management Committee. The Committee has adopted a Charter that outlines the role, responsibilities and powers of the Committee and the procedure for organizing the meeting of the Committee. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to "Enterprise Risk Management". The Committee reviews the risk management practices and actions deployed by the Management with respect to identification, impact assessment, monitoring, mitigation and reporting of key risks. Further, the Committee endeavours to assist the Board in framing, implementing and monitoring the Risk Management Plan for the Company and reviewing and guiding the risk policy. The Committee also guides Management in developing the Risk Management Policy and in implementing an appropriate Risk Management System/Framework for the Company.

HEALTH. SAFETY & WELFARE (HSW)

Safety, occupational health and welfare of the employee has been the prime concerns of the Noida Medicare Centre Limited and accordingly your company has worked upon Implementation of various provisions and facilities in this regard and continuously working for betterment of the same.

DETAILS OF THE BOARD MEETING

The Details of the Board meeting held during the year ended on 31-03-2019 forms an integral part of Corporate Governance Report. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March 2019.

CORPORATE GOVERNANCE

Your company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability. It is the endeavour of the company to implement these values to attain Excellency in all the fields directly or indirectly related to the company. The company has implemented the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with Stock Exchanges during the year ended 31^st March 2019. A report on Corporate Governance along with a certificate of compliance from the Auditors of the company is annexed and forms part of this report.

A declaration by the Chairman & Managing Director pursuant to regulation 17(5)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that all the Board Members and Senior Management of the Company have affirmed compliance with the code of conduct, during the financial year ended 31^st March 2019 is also attached with this report.

AUDITORS

The Audit Committee of the company has proposed and recommended re-appointment of CA Keshav Prasad Bansal (Membership Number-505117) for one year i.e. for FY-2019-20 subject to ratification by the shareholders at ensuing Annual General Meeting. AUDITORS REPORT

The Audit Report is self-explanatory and comments by the board on every qualification, reservation or adverse remark or disclaimer has been given elsewhere in this report and hence no further clarification is required. The Notes forming part of the Accounts, being self-explanatory, the comments made by the Auditors in their report are not being dealt separately.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Extract of Annual Return in MGT 9 as a part of this Annual Report is attached.

DISCLOSURE AS PER RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014

The disclosure as per rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Is being attached separately as an Integral part of this report.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE 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 THE DATE OF THE REPORT

No such changes and commitments have taken place during the year under consideration.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is nothing to report under this head.

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

There is nothing to report under this head.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There is No contract or arrangements entered into by the Company with related parties during the financial year 2018-19. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

In order to prevent sexual harassment of women at work place, a new Act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, has been notified on 9th December, 2013. Under the said Act, every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year, the company has not received any complaint of harassment. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

SNo. Particulars	Details Information
(i) the steps taken or impact on conservation of energy	• Phasing out of mercury lamps/CFL with LED Lamps.
	• Optimizing the usage of AHUs to avoid idle running
	• Maintenance of plant on a regular basis.
(ii) the steps taken by the company for utilizing alternate sources of energy	-
(iii) the capital investment on energy conservation equipments

(b) Technology absorption

SNo. Particulars	Details Information
(i) the efforts made towards technology absorption	The company focuses and strives hard to continuously upgrade the technology to deliver quality healthcare of international standards without, however resorting to any imports
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	-
(Mi) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	-
(iv) the expenditure incurred on Research and Development	-

(c) Foreign exchange earnings and Outgo

Details

Particulars	Current Year (Rs.)	Previous Year (Rs.)
a) Expenditure in Foreign Currency	NIL	NIL
b) Earnings in Foreign Exchange	NIL	NIL

CORPORATE SOCIAL RESPONSIBILITY

Your hospital always has a deep sense of responsibility towards the community and takes its social commitment very seriously. The recent provisions of the Companies Act 2013, however, are not applicable to your company but as a committed healthcare organization it has constituted a committee of independent/nonexecutive directors to guide/ suggest to the Board, various CSR measures from time to time. During the year under report, your hospital has organized many free health check-up camps of varied medical disciplines at the hospital premises and also at the premises of public/private service corporations. Besides your hospital has been providing subsidized / free medical services to the under privileged section of the society.

HUMAN RESOURCE

This forms part of the Management and Discussion Analysis Report annexed with the Board Report.

LISTING

The Equity Shares of your company are listed with the Bombay Stock Exchange. The company shares were not traded since long and also the company had not managed to pay the listing fee for the current year. Further, the delisting committee of the BSE has delisted the Company vide its order dated 26-06-2018 effective from 04-07-2018 which was challenged before SAT Mumbai and a favourable order subject to completion of all pending compliances and payment of SOP Fee was obtained. The company has complied with all pending compliances; however, it has not been able to pay the SOP Fee. The company had approached the concern department at BSE for waiver of SOP Fee but for no result as on the date.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 134 OF THE COMPANIES ACT. 2013

The financial statements are prepared in accordance with the Indian Generally Accepted Accounting principles (GAAP) under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed by the Companies (Accounting standards) Rules 2006, the provisions of the Companies Act, 2013, and the guidelines issued by the SEBI. The Board accept responsibility for integrity and objectivity of these financial statements. The Accounting policy used in preparation of the financial statements has been constantly applied except otherwise mentioned in the Notes. The Board has taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Pursuant to the requirement under Section 134 (3) read with 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the 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 at the end of the financial year 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 this Act 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.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT

The declaration regarding compliance by Board members and senior management personnel with the code of conduct of the company has been obtained and forms part of this Annual Report

APPRECIATION

Your Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by Bankers, Statutory Auditors, Practicing Company Secretaries. Your Directors also wish to place on record their appreciation for the sincere and dedicated services rendered by the Consultant Doctors and Employees at all levels, and also thank the Private/Public Sector Corporation(s), Government Authorities, business associates for their continued support and co-operation.

The Directors also take this opportunity to thank the fraternity of shareholders for their continued confidence & trust reposed in the company.

	For and on behalf of the Board	For and on behalf of the Board
Date: 08-08-2019	Mrs. Amita Chaudhri	Dr. (Maj) Naveen Chaudhri
Place: Noida (U.P.)	Director	(Managing Director)
	DIN-01402346	DIN-00152598