BSE: 523670 | NSE: | ISIN: INE740C01019
Market Cap: [Rs.Cr.] 9.98 | Face Value: [Rs.] 10
NOIDA MEDICARE CENTRE LTD.
Your Directors have pleasure in presenting the Twenty Fifth Annual Report together withAudited Statement of Accounts for the year ended 31st March 2014.
The financial year 2014 has been a year of unforeseen hurdles for your company whichresulted in underperformance of Company's Imaging & Diagnostic Centre(s) andconsequently the company has recorded turnover of Rs. 3648.25 Lacs as compared to turnoverof Rs. 6181.51 Lacs for the previous year ended 31st March 2013. During the year underreview, profit before interest, depreciation and taxation was Rs. 847.79 Lacs as comparedto Rs. 1647.61 Lacs in the previous year ended 31st March 2013.
However, all departments of the hospital at Noida have been operating satisfactorilyand are poised for future expansion and modernization following requisite financialinputs. Your hospital, despite the stiff competition and challenges from the largemultinational corporate hospitals, which have recently been established in the region, hasbeen able to maintain its position. In addition, your hospital, to maintain its image andreputation of providing quality and excellent healthcare services with a humane touch, hasbeen constantly endeavoring to upgrade its existing medical facilities at the centre.
During the year under report, the Imaging & Diagnostic Centre at LLRM MedicalCollege, Meerut (PPP Model) and at Sunder Lal Jain Hospital were Shutdown due to nonextension of facility agreement by the Medical College Authority and the non support &cooperation for the envisaged facility by Sunder Lal Jain Hospital, respectively. Thisimpacted 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 Unitsituated at Vimhans Hospital subject to the approval of the shareholders, owing to ongoinglack of interest of Vimhans in continuation of Neurology & Neurosurgery services at alarge 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 bankerof 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 theoperations 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 ofImaging & Diagnostic Equipments, fell due and converted at a prevailing foreignexchange rate. This resulted in additional financial liability of Rs. 6.04 crores apartfrom conversion of rest into rupee term loan of Rs. 12.30 crores. The present liability ofthe bank as on 31st March 2014 is Rs. 19.58 crores.
The company is in the process of entering into strategic arrangement with prospectivehealthcare organization(s) for settling / reducing the overall financial liabilityespecially on account of the imported equipments installed at Vimhans Hospital by way ofparticipation / acquisition in the stake.
Transfer to Reserve
Your Board has not recommended any transfer to the Reserve during the year underconsideration.
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 underconsideration.
Directors' Responsibility Statement as per section 217 (2AA) of the Companies Act, 1956read with Section 134 of the Companies Act, 2013.
The financial statements are prepared in accordance with the Indian Generally AcceptedAccounting principles (GAAP) under the historical cost convention on the accrual basis.GAAP comprises mandatory accounting standards as prescribed by the Companies (Accountingstandard) Rules 2006, the provisions of the Companies Act, 2013, the provisions of theCompanies Act, 1956, and the guidelines issued by the SEBI. The Board acceptresponsibility for integrity and objectivity of these financial statements. The Accountingpolicy used in preparation of the financial statements has been constantly applied exceptotherwise mentioned in the Notes. The Board has taken sufficient care to maintain adequateaccounting records in accordance with the provisions of the Companies Act, 1956 and theCompanies Act, 2013 (to the extent applicable), to safeguard the assets of the company andto prevent and detect fraud and other irregularities.
Pursuant to the requirement under Section 134 (3) read with 134 (5) of the CompaniesAct, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmedthat:
a) in the preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively;
f) the directors have devised proper systems to ensure compliance with the provisionsof 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 humanitywere unsurpassed and all the Board members pledged to strive hard to continue to meet thestandards of healthcare excellence that Mr. Gupta's set throughout under his longdistinguished 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 appreciationfor 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 andbeing eligible, offers himself for re-appointment.
The Board has appointed Lt. Col. Vinod Bhargava (DIN: 067523731) and Dr. MandakiniBhargava (DIN: 06948309) as Additional Director(s) with effect from 12th day of August2014.
The company has received notice of candidature in writing under section 160 of theCompanies Act, 2013, proposing candidature of the persons seekingappointment/re-appointment as its Director.
It is worth noting that as per Companies Act, 2013, the company is required to have atleast 2 Independent Directors and one Woman Director and accordingly your Board hasproposed 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 aforesaidReappointment/Appointment of the directors have been incorporated in the notice of theAnnual General Meeting.
The Board has constituted/reconstituted its various committees with a view to complywith the provisions of the Companies Act, 1956 read with Companies Act, 2013 and Rules andRegulations made thereunder.
The information on the particulars of the directors seeking reappointment, as requiredunder clause 49 of the listing agreement, has been furnished in the notice to theshareholders for Annual General Meeting.
Declaration by independent directors
The independent Directors of the company, in opinion of the Board, are the person ofintegrity and possess relevant expertise and experience. They are or were not a promoterof the company or its holding, subsidiary or associate company and they are not related topromoters or directors in the company, its holding, subsidiary or associate company. Theyincluding their relatives have or had no pecuniary relationship with the company, itsholding, subsidiary or associate company, or their promoters, or directors, during the twoimmediately preceding financial years or during the current financial year. They are notrelated with the company in any manner or aspect except being Independent Director. Thedeclaration as required under section 149 (6) have already been obtained.
Company's Policy on Appointment of Directors, their Remuneration and other relatedthings
The company is having its policy on appointment of Directors, their Remuneration andother related things which is in conformity of the Laws, Rules and Regulations. Thenomination and remuneration committee of the Board plays a wider role in the matter.
Comments by the Board on every qualification, reservation or adverse remark ordisclaimer
Adverse comments and qualification are self explainatory and therefore do not requireany comments.
Internal Control System
Your Company has a well established and efficient internal control system andprocedures. The Company has a well defined delegation of the financial powers to itsvarious 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 beenestablished.
Health, Safety & Welfare (HSW)
Safety, occupational health and welfare of the employee has been the prime concerns ofthe company and accordingly your company has worked upon implementation of variousprovisions and facilities in this regard and continuously working for betterment of thesame.
Appointment of Secretarial Auditor
The company has appointed M/s. AKP & Associates, Company Secretaries, for obtainingthe Secretarial Audit Report and other certificates/compliances and Reports under theprovisions 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 beingattached herewith as an integral part of this Report.
Your company continues to place greater emphasis on managing its affairs withdiligence, transparency, responsibility and accountability. It is the endeavour of thecompany to implement these values to attain excellency in all the fields directly orindirectly related to the company. The company has implemented the conditions of CorporateGovernance as stipulated in clause 49 of the Listing Agreement with Stock Exchanges duringthe year ended 31st March 2014. A report on Corporate Governance along with a certificateof 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 theCompany have affirmed compliance with the code of conduct, during the financial year ended31st March 2014 is also attached with this report.
The Equity Shares of your company are listed with Delhi Stock Exchange AssociationLtd., Bombay Stock Exchange Ltd., The U.P. Stock Exchange Association Ltd. Your companyhas 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 thecompany. Your company assigns top most priority to various techniques of consumptions ofenergy 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 deliverquality 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 yearunder review.
The Audit Committee of the Company has recommended M/s N.K. Duggal & Co., CharteredAccountants, Statutory Auditors of your Company, who retire at the conclusion of theforthcoming Annual General Meeting to be reappointed as Statutory Auditors for next"Three Consecutive Years" subject to ratification by the shareholders at everyAnnual General Meeting held hereafter. Your Board has consented and approved therecommendation of the Audit committee and hence it is being proposed to you for your kindconsideration. The members be informed that the statutory auditors have furnished acertificate 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 theconditions prescribed in this regard. They being eligible have offered themselves forre-appointment. Members are requested to consider their re-appointment for next financialyear.
The Notes forming part of the Accounts and the comments made by the Auditors, in theirreport, being self-explanatory, are not being dealt separately.
Particulars of Employees
The Particulars of employees as per Section 217(2A) of the Companies (particulars ofemployees) 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 takesits 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, ithas 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-upcamps of varied medical disciplines at the hospital premises and also at the premises ofpublic/private sector corporations. Besides your hospital has been providingsubsidized/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 preassessment has already been done and final assessment is underway. A regular training isbeing imparted to the employees of the hospital at all levels.
Your Directors wish to thank and deeply acknowledge the cooperation, assistance andsupport extended by Bankers, Statutory Auditors, Practicing Company Secretaries. YourDirectors also wish to place on record their appreciation for the sincere and dedicatedservices rendered by the Consultant Doctors and Employees at all levels, and also thankthe Private/Public Sector Corporation(s), Government Authorities, business associates fortheir continued support and co-operation.
The Directors also take this opportunity to thank the fraternity of shareholders fortheir 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 theyear 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 lessthan Rs. 2,00,000 Per month :- None
Note : Remuneration includes Salary, allowances, Company's contribution to ProvidentFund and monetary value of perquisites & other benefits as valued under Income TaxAct, 1961.
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Ravi Mathur , Director
Naveen Chaudhri , Chairman & Managing Director
Vikram Prakash , Director
R K Gupta , Company Secretary
Company Head Office / Quarters:
F-65 1st Floor,Okhla Industrial Are,Phase-I,New Delhi-110020