NOIDA MEDICARE CENTRE LTD.
Your Directors have pleasure in presenting the Twenty Fifth Annual Report together with Audited Statement of Accounts for the year ended 31st March 2014.
The financial year 2014 has been a year of unforeseen hurdles for your company which resulted in underperformance of Company's Imaging & Diagnostic Centre(s) and consequently the company has recorded turnover of Rs. 3648.25 Lacs as compared to turnover of Rs. 6181.51 Lacs for the previous year ended 31st March 2013. During the year under review, profit before interest, depreciation and taxation was Rs. 847.79 Lacs as compared to Rs. 1647.61 Lacs in the previous year ended 31st March 2013.
However, all departments of the hospital at Noida have been operating satisfactorily and are poised for future expansion and modernization following requisite financial inputs. Your hospital, despite the stiff competition and challenges from the large multinational corporate hospitals, which have recently been established in the region, has been able to maintain its position. In addition, your hospital, to maintain its image and reputation of providing quality and excellent healthcare services with a humane touch, has been constantly endeavoring to upgrade its existing medical facilities at the centre.
During the year under report, the Imaging & Diagnostic Centre at LLRM Medical College, Meerut (PPP Model) and at Sunder Lal Jain Hospital were Shutdown due to non extension of facility agreement by the Medical College Authority and the non support & cooperation for the envisaged facility by Sunder Lal Jain Hospital, respectively. This impacted adverse cash flow and decline in the overall revenue of the Company. In addition, there is a proposal to sell or otherwise dispose off Imaging & Diagnostic Unit situated at Vimhans Hospital subject to the approval of the shareholders, owing to ongoing lack of interest of Vimhans in continuation of Neurology & Neurosurgery services at a large scale.
(Rs. in Lacs)
|Current Year||Previous Year|
|Profit before interest, depreciation & taxation||847.79||1647.61|
|Profit Before Tax||(414.83)||432.24|
|Provision for tax/deferred tax||(71.77)||144.07|
|Profit (Loss) after tax||(343.06)||288.17|
During the year under report, Kotak Mahindra Bank Ltd. continued to be the main banker of the company and the company has been able to reduce its term loan facility from Rs. 464.32 Lacs to Rs. 247.40 Lacs as on 31st March 2014. The company is managing the operations with working capital facility of Rs. 4.00 crores from the Bank.
During the year under report, a deferred three year FLC of USD 3193000 for import of Imaging & Diagnostic Equipments, fell due and converted at a prevailing foreign exchange rate. This resulted in additional financial liability of Rs. 6.04 crores apart from conversion of rest into rupee term loan of Rs. 12.30 crores. The present liability of the bank as on 31st March 2014 is Rs. 19.58 crores.
The company is in the process of entering into strategic arrangement with prospective healthcare organization(s) for settling / reducing the overall financial liability especially on account of the imported equipments installed at Vimhans Hospital by way of participation / acquisition in the stake.
Transfer to Reserve
Your Board has not recommended any transfer to the Reserve during the year under consideration.
Your company has not paid any dividend for the year under consideration.
The company has not invited any deposit from the public during the year under consideration.
Directors' Responsibility Statement as per section 217 (2AA) of the Companies Act, 1956 read with 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 standard) Rules 2006, the provisions of the Companies Act, 2013, the provisions of the Companies Act, 1956, 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, 1956 and the Companies Act, 2013 (to the extent applicable), 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 have been followed along with proper explanation relating to material departures;
b) 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 at the end of the financial year and of the profit and loss of the company for that period;
c) the directors have 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 have prepared the annual accounts on a going concern basis; and
e) the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
We regret to inform with deep grief and sorrow the sudden demise of Mr. Ram K. Gupta, director of the Company on 25th July 2014. Mr. Gupta's initiative, integrity and humanity were unsurpassed and all the Board members pledged to strive hard to continue to meet the standards of healthcare excellence that Mr. Gupta's set throughout under his long distinguished tenure at NMC.
Mr. Dhirendra Singh Director of the company resigned from the office of director w.e.f. 30th May 2014 due to his pre-occupation. The Board places on record its deep appreciation for the sincere and matured advice rendered to the company during his tenure.
In accordance with Articles of Association of the company, Mr. Vikram Prakash, Director, of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The Board has appointed Lt. Col. Vinod Bhargava (DIN: 067523731) and Dr. Mandakini Bhargava (DIN: 06948309) as Additional Director(s) with effect from 12th day of August 2014.
The company has received notice of candidature in writing under section 160 of the Companies Act, 2013, proposing candidature of the persons seeking appointment/re-appointment as its Director.
It is worth noting that as per Companies Act, 2013, the company is required to have at least 2 Independent Directors and one Woman Director and accordingly your Board has proposed following appointments:-
|Sl. No||Name of the Proposed Appointee||Designation|
|1.||Mr. Ravi Mathur||Independent Director|
|2.||Dr. Mandakini Bhargava||Independent Director|
|3.||Dr. Mandakini Bhargava||Woman Director|
|4.||Lt. Col. Vinod Bhargava||Non Executive Rotational Director|
Resolutions seeking approval of the shareholders for the aforesaid Reappointment/Appointment of the directors have been incorporated in the notice of the Annual General Meeting.
The Board has constituted/reconstituted its various committees with a view to comply with the provisions of the Companies Act, 1956 read with Companies Act, 2013 and Rules and Regulations made thereunder.
The information on the particulars of the directors seeking reappointment, as required under clause 49 of the listing agreement, has been furnished in the notice to the shareholders for Annual General Meeting.
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 in 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) have already been obtained.
Company's Policy on Appointment of Directors, their Remuneration and other related things
The company is having its policy on appointment of Directors, their Remuneration and other related things which is in conformity of the Laws, Rules and Regulations. The nomination and remuneration committee of the Board plays a wider role in the matter.
Comments by the Board on every qualification, reservation or adverse remark or disclaimer
Adverse comments and qualification are self explainatory and therefore do not require any comments.
Internal Control System
Your Company has a well established and efficient internal control system and procedures. The Company has a well defined delegation of the financial powers to its various executives through a well-designed system of delegation.
In 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.
Health, Safety & Welfare (HSW)
Safety, occupational health and welfare of the employee has been the prime concerns of the company and accordingly your company has worked upon implementation of various provisions and facilities in this regard and continuously working for betterment of the same.
Appointment of Secretarial Auditor
The company has appointed M/s. AKP & Associates, Company Secretaries, for obtaining the Secretarial Audit Report and other certificates/compliances and Reports under the provisions of the Companies Act, 2013.
Details of the Board Meeting
The Details of the Board meeting held during the year ended on 31-03-2014 is being attached herewith as an integral part of this Report.
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 clause 49 of the Listing Agreement with Stock Exchanges during the year ended 31st March 2014. 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 clause 49(1) (D)(ii) of the listing agreement 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 31st March 2014 is also attached with this report.
The Equity Shares of your company are listed with Delhi Stock Exchange Association Ltd., Bombay Stock Exchange Ltd., The U.P. Stock Exchange Association Ltd. Your company has paid Listing Fees for the year 2014-2015 to all the three Stock Exchange(s).
Conservation of energy, technology absorption, foreign exchange earnings and out go.
A. Conservation of energy
The conservation of energy continues to be one of the important objectives of the company. Your company assigns top most priority to various techniques of consumptions of energy at all levels of operations.
a) phasing out of mercury lamps with CFL/LED Lamps.
b) optimizing the usage of AHU's to avoid idle running
c) plant maintenance on a regular basis.
B. 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.
C. Foreign exchange earnings and outgo
There was inflow of foreign exchange to the tune of Rs. 1.79 Lacs (previous year Rs. 46.00 lacs) and outflow of Rs. NIL (previous year Rs. 22.88 lacs) in the current year under review.
The Audit Committee of the Company has recommended M/s N.K. Duggal & Co., Chartered Accountants, Statutory Auditors of your Company, who retire at the conclusion of the forthcoming Annual General Meeting to be reappointed as Statutory Auditors for next "Three Consecutive Years" subject to ratification by the shareholders at every Annual General Meeting held hereafter. Your Board has consented and approved the recommendation of the Audit committee and hence it is being proposed to you for your kind consideration. The members be informed that the statutory auditors have furnished a certificate required under section 139 read with Section 141 of the Companies Act, 2013, to the effect that their re-appointment, if made, would be in conformity with the conditions prescribed in this regard. They being eligible have offered themselves for re-appointment. Members are requested to consider their re-appointment for next financial year.
The Notes forming part of the Accounts and the comments made by the Auditors, in their report, being self-explanatory, are not being dealt separately.
Particulars of Employees
The Particulars of employees as per Section 217(2A) of the Companies (particulars of employees) Rules, 1975 are annexed and form part of this report.
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 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 sector corporations. Besides your hospital has been providing subsidized/free medical services to the under privileged section of the society.
Your Hospital at Noida has applied for National Accreditation Board for Hospitals & Healthcare Providers (NABH) and has submitted the relevant tool kit. The NABH pre assessment has already been done and final assessment is underway. A regular training is being imparted to the employees of the hospital at all levels.
Your Directors wish to thank and deeply acknowledge the cooperation, 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|
|Date : August 12, 2014||Dr. Naveen Chaudhri|
|Place : Noida (U.P.)||Chairman & Managing Director|
ANNEXURE TO DIRECTOR'S REPORT
Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 and forming part of the Director's Report of the year ended 31st March 2014
|Name of the Employee/ Age||Designation/ Nature of Duties||Qualification & Experience||Date of Commencement of Employment||Remuneration Received (Rs.)||Last Employment Held|
|(A) Employed throughout the year & in receipt of remuneration not less than Rs. 24,00,000/- for the year|
|Dr. Naveen Chaudhri 59 Years||Chairman & Managing Director||MBBS, MD (Int. Medicine) 36 Years||01/04/1989||32,40,000||Medical Officer Indian Army|
(B) Employed for part of the year and in receipt of remuneration aggregating not less than Rs. 2,00,000 Per month :- None
Note : Remuneration includes Salary, allowances, Company's contribution to Provident Fund and monetary value of perquisites & other benefits as valued under Income Tax Act, 1961.
Naveen Chaudhri , Chairman & Managing Director
Vikram Prakash , Additional Director
R K Gupta , Company Secretary
Vinod Bhargava , Additional Director
Company Head Office / Quarters:
F-65 1st Floor,Okhla Industrial Are,Phase-I,New Delhi-110020