CDR Health Care Ltd Directors Report

CDR HEALTHCARE LIMITED ANNUAL REPORT 2011-2012 DIRECTORS REPORT To The Members of M/s. CDR Healthcare Limited, Your Directors have pleasure in presenting the 25th Annual Report of the Company together with Audited Accounts for the year ended 31-03-2012. FINANCIAL RESULTS (Rs.in lacs) YEAR ENDED YEAR ENDED 31-03-2012 31-03-2011 Total Income 22.02 19.50 Profit before Tax 0.13 0.61 Balance brought forward (49.11) (54.68) Balance carried forward (48.98) (54.07) OPERATIONS During the year, the turnover of the company is Rs.22.02 Lakhs. During the year the company posted net profit of Rs. 0.13 Lakhs. As per the the Conciliation agreement cum award dated 21st March, 2007, Your company has to re-pay the entire dues of Orbit Medicare (India) Ltd (OML) amounting to Rs. 9.47 crores (Rupees Nine crores and forty seven lakhs) on or before 20-3-2012 and in the event of the failure to pay the said amount by your company, CDR shall register the schedule-B property in favor of OML or its nominee, either in one sale deed or sale deeds, towards the full and final settlement of all its dues. In spite of best efforts by the your companys management, your company could not the raise the monies to repay the said loan before the due date. Hence OML has demanded to register the said B-Schedule property in its favor as per Award dt. 21st March, 2007. However your company is negotiating further with OML to extend the time to repay. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT: Pursuant to Clause 49 of the Listing Agreement, a Management Analysis Report is given below: A. INDUSTRY BACKGROUND The Healthcare Industry is still dominated by private sector. The Government emphasis continues to be on the primary healthcare, allowing the corporate sector to provide latest super specialty healthcare services. B. INDUSTRY OUTLOOK In spite of the general recession in the market, the future for Health Care in India looks very promising. Added to the increased health awareness and health consumption by the individual and third party payers, the State Govt.s Aarogyasree has been a great contributor for the increased occupancy of the existing hospitals. Presently bed occupancy of the most of the hospitals are exceptionally high and demand for the new facilities will be very high. As on date there is more demand than the supply. C. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has adequate internal control systems that define roles and responsibilities of people across various levels of the organization. These systems facilitate effective checks and controls as well as tight monitoring on a continuous basis. D. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS: The company plans to out-source routine jobs to other experienced organizations and is in the process of recruiting some of the professionals it has trained in the past. ADDITIONAL INFORMATION AS REQUIRED U/S 217{1)(e) OF THE COMPANIES ACT, 1956 (a) Conservation of Energy : Reporting under Energy conservation is not applicable to your Company. However the Company is monitoring the consumption of energy and is identifying measures for conservation of energy. (b) (i) Research and Development (R&D): No research and Development has been carried out during the reporting period. (ii) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved. (c) Foreign exchange earning and outgo: -NIL- PARTICULARS OF EMPLOYEES In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.60.00.000/- or more per annum or Rs 5.00.000/- or more per month where employed for a part of the year. DIRECTORS 1. Sri D. Bhaskar Reddy retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. 2. Sri M Ranga Reddy was Appointed as Additional Director on 22nd February, 2012. As per the provisions of Section 260 of the Companies Act, 1956. 3. Sri Erra Ram Reddy was Appointed as Additional Director on 01st March, 2012. As per the provisions of Section 260 of the Companies Act, 1956. 4. Sri M Keshava Reddy Director of the company demises on 1st March, 2012. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956. your Directors state: 1) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed. 2) that your 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 & Loss of the company for that period; 3) that your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act. for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4) that your Directors have prepared the annual accounts on a gang concern concept AUDITORS: M/s. P. Murali & Co., Chartered Accountants, retiring auditors of the Company being eligible offer themselves for reappointment as auditors of the Company. M/s. P Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224 (1B) of the Companies Act. 1956. The members are requested to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration. STATEMENT PURSUANT TO LISTING AGREEMENT Presently the companys Equity shares are listed at the Bombay Stock Exchange Limited (BSE). Mumbai and company has paid the listing fees to the Bombay stock exchange for the year 2011-12. CORPORATE GOVERNANCE A detailed report on Corporate Governance forming part of the Directors Report is enclosed. PERSONNEL The relations between the management and the staff were very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees. DEPOSITS The company has not accepted any deposits during the year. ACKNOWLEDGEMENTS Your Directors wish to place on record their appreciation for the support extended by Government Authorities. Company Bankers, Customers and Shareholders of the Company. Your directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable. BY ORDER OF THE BOARD OF DIRECTORS for CDR HEALTHCARE LIMITED SD/- SD/- (D. BHASKAR REDDY) (DR. C J AYA SREE) DIRECTOR DIRECTOR PLACE: HYDERABAD DATE : 01.09.2012