chennai meenakshi multispeciality hospital ltd share price Directors report

To the Members of Chennai Meenakshi Multispeciality Hospital Limited,

Your Directors are pleased to present the 33rd Annual Report of your Company along with the Audited Financial Statement for the financial year ended 31st March, 2023.

FINANCIAL RESULTS:		( . in Lakhs)
Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022
Revenue from Operations	2856.66	3138.63
Other Income	35.26	38.90
Total Income	2891.92	3177.53
Profit/(Loss) before Depreciation, Tax &
Financial Expenses	374.32	613.40
Interest	89.28	98.49
Depreciation	117.99	117.32
Profit/ (Loss) Before Tax	128.05	397.59
Less: Exceptional item	--	--
Tax Expenses:
a. Current Tax	39.00	--
b. Fringe Benefit Tax	--	--
c. Deferred Tax Liability	--	--
Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss	0.80	1.76
Profit/(Loss) for the year carried to Balance Sheet	89.85	399.35

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The total revenue of the Company for the Financial Year 2022-2023 is . 2891.92 Lakhs compared to the total revenue of . 3177.53 Lakhs in the previous year. The profit before tax for the Financial Year 2022-2023 is 128.05 Lakhs as against the profit before tax of . 397.59 Lakhs in the previous year (excluding Other Comprehensive Income). The Profit After Tax of the Company for the Financial Year 2022-2023 is .89.85 lakhs as against the Profit After Tax of . 399.35 Lakhs in the previous year. The other comprehensive income for the Financial Year 2022-2023 is .0.80 Lakhs as against .1.76 Lakhs in the previous year. The detailed over view of the Company performance during the financial year 2022-23 is given in Annexure-I to the Directors Report -Management Discussion and Analysis Report. Due to gradual decline in admission of COVID 19 patients your hospital has seen gradual decline in the income also during the year 2022-23.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The term of appointment of Mrs. R. Gomathi (DIN:02900460), Managing Director will be expiring on 10^th November, 2023. Keeping in view her rich experience and valuable contribution made to the company the Board of Directors in its meeting held on 12^th August, 2023 approved her reappointment as Managing Director of the Company for a further period of three years with effect from 11^th November, 2023 to 10^th November, 2026 on a monthly gross remuneration of

.1,00,000/- (Rupees One Lakh only) based on the recommendation of the Nomination and Remuneration Committee. As per the terms of appointment she is not liable to retire by rotation.

Mr. A. N. Radhakrishnan, (DIN:1508867) Chairman and Managing Director of the Company died on 3^rd December, 2022 due to illness. The 37,57,166 (50.31%) Equity Shares held by him in the company were transmitted to his wife (Nominee).

The Board of Directors of the Company in its meeting held on 12^th August, 2023 has recommended appointment of Mrs. Jayanthi Radhakrishnan (DIN: 09025308), daughter of Mrs.R. Gomathi, Managing Director as a Non-Executive Director in the Board of Directors of the Company for a period of five years with effect from the date of ensuing Annual General Meeting subject to approval by the shareholders in the ensuing Annual General Meeting.

A brief profile of Mrs. Jayanthi Radhakrishnan (DIN: 09025308) as required under Regulation 36(3) of the SEBI(LODR) Regulations, 2015 and justification for her appointment are given in the explanatory statement to Notice of the 33^rd Annual General Meeting.

The Company has received declaration from all the Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with the Schedule and Rules issued thereunder. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (‘MCA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The following three persons were formally noted as the Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

Dr. V. Krishnamurthy	: Chief Executive Officer
Mr. Dambaru Dhar Jena	: Chief Financial Officer
Mr. Deenadayalu. R	: Company Secretary & Compliance Officer

DIVIDEND:

Though there is Profit in the year 2022-23 the Board of Directors has not recommended any dividend for the financial year ended 31st March 2023 due to pending of accumulated losses.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

In compliance with the provisions of Section 124 of the Companies Act, 2013 and rules made thereunder the Company had no unclaimed dividend to be transferred to Investor Education and Protection Fund and there is no unclaimed dividend lying in the Companys Unpaid Dividend Account. In view of the above, the Company was not required to transfer any amount to Investor Education and Protection Fund.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

For the financial year ended 31st March, 2023, the Company has not proposed to carry any amount to General Reserve Account.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor has any subsidiary company, therefore, disclosure under Section 197(14) of the Companies Act, 2013 is not applicable.

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the business activities of the Company. ANNUAL EVALUATION OF BOARDS PERFORMANCE: Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI(LODR) Regulations, 2015 and further circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 issued by SEBI on "Guidance note on Board evaluation", evaluation process was carried out internally for the performance of the Board, its Committees and Individual Directors. The Independent Directors have reviewed the performance evaluation of Non-Independent Directors and the Board as a whole. The Nomination and Remuneration Committee carried out evaluation of performance of each Director. The Board of Directors carried out performance evaluation of the Board, each Director and the Committees for the financial year ended 31^st March, 2023 based on various aspects which inter-alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the effectiveness of their contribution. The board and the committees were evaluated on various criteria as stated below: 1. Composition of the Board and Committees. 2. Understanding of the Company and its business by the Board. 3. Availability of information to the Board and Committees. 4. Effective Conduct of Board and Committee Meetings. 5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of Directors and Managing Director based on following criteria: 1. Attendance at the meetings. 2. Understanding and knowledge of the entity. 3. Maintaining Confidentiality of board discussion. 4. Contribution to the board by active participation. 5. Maintaining independent judgment in the decisions of the Board.

SUCCESSION PLANNING:

The Nomination and Remuneration Committee works with the Board on the succession plan and prepares for the succession in case of any exigencies.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS, AUDIT COMMITTEE AND OTHER COMMITTEESS:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performances of the Company. The Board Meetings are pre-scheduled and a tentative annual calendar of the Board meeting is circulated to the Directors well in advance to facilitate the Directors to plan their schedules. The details of number of board meetings and other committee meetings held during the Financial Year 2022-23 are as follows:

BOARD MEETINGS

Name	Date of Meeting 30.05.2022	Date of Meeting 13.08.2022	Date of Meeting 14.11.2022	Date of Meeting 13.02.2023
R. Gomathi	Attended	Attended	Attended	Attended
A.N. Radhakrishnan (Died on 03.12.2022)	Attended	Attended	Leave of absence	-
K. Meyyanathan	Attended	Attended Attended	Attended	Attended
N. Rajkumar	Attended		Attended	Attended

AUDIT COMMITTEE MEETINGS

Name	Date of Meeting 30.05.2022	Date of Meeting 13.08.2022	Date of Meeting 14.11.2022	Date of Meeting 13.02.2023
R. Gomathi	Attended	Attended	Attended	Attended
K. Meyyanathan	Attended	Attended	Attended	Attended
		Attended
N. Rajkumar	Attended		Attended	Attended

NOMINATION AND REMUNERATION COMMITTEE MEETINGS

Name	Date of Meeting 30.05.2022	Date of Meeting 14.11.2022	Date of Meeting 13.02.2023
A.N. Radhakrishnan (Died on 03.12.2022)	Attended	Leave of absence	Deceased
K. Meyyanathan	Attended	Attended	Attended
N. Rajkumar	Attended	Attended	Attended
R. Gomathi
(Included as member w.e.f. 13.02.2023)	--	--	--

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

Name	Date of Meeting 11.05.2022	Date of Meeting 29.06.2022	Date of Meeting 03.11.2022	Date of Meeting 02.12.2022	Date of Meeting 09.12.2022	Date of Meeting 14.12.2022	Date of Meeting 03.02.2023	Date of Meeting 31.03.2023
K. Meyyanathan	Attended	Attended	Attended	Attended	Attended	Attended	Attended	Attended
A.N. Radhakrishnan	Attended	Attended	Attended	Leave of absence	Deceased On 03.12.2022	--	--	--
N. Rajkumar	Attended	Attended	Attended	Attended	Attended	Attended	Attended	Attended
Mrs.R. Gomathi	--	--	--	--	--	--	--	Attended
(Member w.e.f.13.02.2023)

COMPOSITION OF BOARD:

The Board consists of the following:

Mrs. R.GOMATHI (DIN: 02900460)	- Managing Director
Mr. A.N. RADHAKRISHNAN (DIN: 01508867)	Non-Executive Director (died on 03.12.2022)
Mr. K. MEYYANATHAN (DIN: 07845698)	- Independent Director
Mr. N. RAJKUMAR (DIN: 00617000)	- Independent Director

No. of Board Meetings: 4: 30^th May, 2022; 13^th August, 2022; 14^th November, 2022 and 13^th February, 2023;

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013 and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

COMPOSITION OF COMMITTEES OF BOARD:

Currently the Board has following Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Internal Complaints Committee, Whistle Blower Committee and Independent Directors Committee.

The Composition & Activities are as follows:

Name of the Committee	Composition of the Committee/ No of times the committee met	Highlights of duties, responsibilities & Activities
Audit Committee	Mr. K. Meyyanathan (DIN: 07845698) - (Independent Director-Chairman) Mrs.R. Gomathi-IN:02900460 Managing Director-Member	The Audit Committee was mandated with the same Terms of Reference specified in SEBI (LODR) REGULATIONS, 2015. The current Terms of Reference fully conform to the requirements of the Companies Act.
	Mr.N.Rajkumar-DIN:00617000 -Member Mr. R. Deenadayalu Secretary of the Committee (Company Secretary) The Committee met 4 times on 30th May, 2022; 13th August, 2022; 14th November, 2022 and 13th February, 2023;	The Audit committee is responsible for overseeing the Companys financial reporting process, reviewing the quarterly/half- yearly/annual financial statements, reviewing with the management the financial statements and adequacy of internal audit function, recommending the appointment/re- appointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings/related party transactions, reviewing the Management
		Discussion and Analysis of financial condition and result of operations and also statutory compliance issues. The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.
Nomination & Remuneration Committee	Mr.N.Rajkumar- DIN:00617000-(Independent Director), Chairman of the Committee.	To fix salary allowances and other perks to senior level personnel as and when appointed by the Company.
		REMUNERATION POLICY: The
	Mr. A.N. Radhakrishnan- DIN: 01508867 (Non-Executive Director), Member of the Committee (Died on 03.12.2022)	Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.
	Mr.K.Meyyanathan DIN:07845698-(Independent Director), Member of the Committee.	CEO/CFO CERTIFICATION by Dr. V. Krishnamurthy, Chief Executive Officer and Mr. Dambaru Dhar Jena, Chief Financial Officer as required under SEBI (LODR) was placed before the Board at its meeting held on 27th May, 2023.
	Mrs.R. Gomathi-Member of the Committee with effect from 13.02.2023) The Committee met three times on 30th May, 2022; 14th November, 2022 and 13th February, 2023..
Stakeholders Relationship Committee	Mr.K.Meyyanathan DIN:07845698- (Independent Director), Chairman of the Committee.	The Members has attended to the investors complaints and redressed them within 15 days from the date of their receipt during the year 2022-2023. The Committee also approved share transfers/ transmission/ issue of duplicate shares, etc.
	Mr. A.N. Radhakrishnan- DIN: 01508867 (Non-Executive Director), Member of the Committee (Died on 03th December, 2022)
	Mr.N.Rajkumar- DIN:00617000 (Independent Director), Member of the Committee. Mrs. R. Gomathi - Member of the Committee with effect from 13.02.2023)
	The Committee met eight times on 11th May, 2022; 29th June, 2022; 3rd November, 2022; 2nd December, 2022; 9th December, 2022; 14th December, 2022; 3rd February, 2023 and 31 st March, 2023.

DECLARATION OF INDEPENDENCE:

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at the Board Meeting of the Company.

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Managementof the Company. The policy also lays down the criteria for selection and appointment of Board Members. The Remuneration Policy is available on the website of the company. The salient features of the policy are given below:

Nomination & remuneration Policy:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committeehas, inter alia, the following responsibilities:

1. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid downin this policy.

3. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

4. The Board shall carry out evaluation of performance of every Director, Managerial Person, KMP and SeniorManagement Personnel at regular interval (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remunerationpayable to any such personnel. Provided that if such person is proved to be guilty, the premium paid onsuch insurance shall be treated as part of the remuneration.

8. The Non-Executive/ Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof provided that the amount of such fees shall not exceed One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

9. Commission to Non-Executive/ Independent Directors may be paid within the monetary limit approved byshareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

BUSINESS RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and as per the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy duly approved by the Board which is periodically reviewed by the management. The main objective of the companys Risk Management

Policy is to ensure the effective identification and reporting of risk exposures, involvement of all departments and employees in risk management, to ensure continuous growth of business and protect all the stakeholders of the Company. The Audit Committee and Board of Directors consider the risk exposure before approving a strategic decisions taken by the Company. Further the Company has strong internal control system in place to identify the risks at any stage of the business. This internal control system is further reviewed by the internal auditors of the Company and a report is submitted to the Audit Committee. The Committee based on the report of internal auditors advises on the necessary action to be taken in case of any deviation from required standards.

AUDITORS AND THEIR REPORT:

M/S. MRC & Associates (FRN.004005S) Chartered Accountants, Chennai-600 030 are the Statutory Auditors of the Company who were appointed at the 27th Annual General Meeting held on 15th September, 2017 for a period of five years to hold office until the conclusion of 32nd Annual General Meeting and again re-appointed at the 32nd Annual General Meeting held on 14th September, 2022 for a period of five years to hold office until the conclusion of 37th Annual General Meeting. In view of the amendment to Section 139 of the Companies Act, 2013, the requirement of ratification of appointment of auditors by members every year is no longer required. M/S. MRC & Associates (FRN.004005S) Chartered Accountants, have consented to the said reappointment, and confirmed that their reappointment, if made, would be within the limits specified under Section 143(3)(g) of the Act. They have further confirmed that they are not disqualified as statutory auditors in terms of the provisions of the Act, and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time. There are no qualifications or observations or remarks made by the Statutory Auditors in their report for the financial year 2022-23.

COST AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies

(Cost Records and Audit) amendment rules, 2014, the Companys product does not fall under the purview of Cost Audit.

INTERNAL AUDIT:

As per the requirements of Section 138 of the Companies Act, 2013 and the rules made there under, M/S. R. Baskaran & Co., Chartered Accountants were appointed as Internal Auditors of the Company for the financial year 2022-23.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report - Annexure I.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Mr. T. Murugan, Practising Company Secretary (Membership No.A11923/C.P.No.4393) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year 2022-23 is included as "Annexure II" and forms an integral part of this Report. The Secretarial Audit Report was placed before the Board on 27^th May, 2023. There are no qualification, reservation and adverse remarks in the Secretarial Audit Report.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companys website and can be accessed at www.cmmh.in

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

During the financial year 2022-23, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under. All the Directors have disclosed their interest in Form MBP-1 and as and when any changes in their interest take place, such changes are placed before the Board at its meetings. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Disclosure in Form AOC-2 under Companies (Accounts) Rules, 2014 is attached (ANNEXURE-III).

The details of the related party transactions as required under Indian Accounting Standard 18 are set out in Note to the standalone financial statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans, guarantees or made any investments within the purview of Section 186 of the Companies Act, 2013.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has in place Whistle Blower Policy approved by Board of Directors in compliance with provisions of Section 177 (10) of the Companies Act, 2013. The policy provides a mechanism to the Directors and Employees to voice their concerns regarding irregularities in the Company in an effective manner. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. There were no complaints received during the year 2022-23.

The amended policy pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from 1st April, 2019 has been uploaded in the website of the Company at www.cmmh.in

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

Mr. K. Meyyanathan (DIN: 07845698), Independent Director, Chairman of the Committee, Mrs. R. Gomathi-DIN:02900460, Member; Mr. N. Rajkumar-DIN:00617000, Member, Mr. R. Deenadayalu, Company Secretary of the Company is the Secretary of the Committee.

PUBLIC DEPOSITS:

The Company has not accepted and/or renewed any public deposits from the public during the under review within the meaning of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy. No Complaints were received during the year under review. The Policy is also available on our website at the link: www.cmmh.in

INDEPENDENT DIRECTORS COMMITTEE:

The Company has in place Independent Directors Committee as required under SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

CORPORATE GOVERNANCE:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of complying with the provisions of Corporate Governance. During the year your Company has informed the non-applicability provision to the Bombay Stock Exchange. Since, the provision of Corporate Governance is not applicable for the entire Financial Year 2022-23, a separate report of Corporate Governance is not disclosed in the Annual Report 2022-23.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from 14^th September, 2023 to 20^th September, 2023 (both days inclusive).

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

• In the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

• 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 your Company as at 31st March, 2023 and of the statement of profit and loss of the Company for the financial year ended 31st March, 2023;

• 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 preventing and detecting fraud and other irregularities;

• The annual accounts have been prepared on a ‘going concern basis;

• Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

PERSONNEL:

None of the employees except Chief Executive Officer of the Company drew remuneration which in the aggregate exceeded the limits fixed under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name	Designation and nature of duties Chief Executive	Age (Years)	Qualifi- cation	Experi- ence (Years)	Last Employment & post held Consultant, Rheumatolo	Date of commence- ment of employment	Gross Remuner ation ( . in Lakhs)
	Officer. Overall	66	M.D., D.M.	42	gist, Apollo & Fortis	01.01.2009	219.14 Per
Dr.V. Krishnamurthy	Management of the Company				Malar Hospital		annum

*Not a relative of any Director of the Company. No of Shares held: 1691 (0.02%)

PARTICULARS OF REMUNERATION:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 details of the ratio of remuneration of each Director to the median employees remuneration is furnished hereunder:

( . In lakhs)

Sl. No.	Name	Designation	Remune- ration for FY 2022-23	Remune- ration for FY 2021- 2022	Increase in remune- ration from previous year	Ratio / times per median of employee remuneration
1	R. Gomathi	Managing Director	9.00	9.00	-	4.29:1
2	Dr.V.Krishnamurthy	Chief Executive Officer Company	219.14	216.00	3.14	114.29:1
3	R. Deenadayalu	Secretary Chief Financial	19.38	17.39	1.99	9.37:1
4	Dambaru Dhar Jena	Officer	5.25	4.86	0.39	2.51:1
5	K. Meyyanathan	Independent Director	-	-	-	-
6	N. Rajkumar	Independent Director	-	-	-	-

 

The percentage increase in remuneration of each director, Chief	Chief Executive Officer : 11.11%
Financial Officer, Chief Executive	Company Secretary : 10.00%
Officer, Company Secretary or Manager, if any, in the financial year:	Chief Financial Officer : 7.32%
The percentage increase in the median remuneration of employees in the financial year	6.06%
The number of permanent employees on the rolls of company	262
The explanation on the relationship between average increase in remuneration and company performance	The employees received annual increase based on the performance of the company and performance of the individual employee.
	The remuneration payable to Key Managerial Personnel is in accordance with Industry, Geographical Standards, qualifications, field experience, experience of the individuals, administrative qualities, contribution made by them and as per the Remuneration Policy of the company.

 

Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current	Particulars	31.03.2023	31.03.2022	Change
financial year and previous financial year and percentage increase over	Stock Price (in .)	18.55	23.15	-19.87%
decrease in the market quotations of	Market Cap	13.85	17.29	-19.89%
the shares of the company in	( . In Crores) EPS- .	1.19	5.32
comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year	P/E	15.59	4.35

CONSERVATION OF ENERGY, TECHNOLOGY OBSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure (IV)" to this Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS:

During the year, the Company has not received any significant and material orders passed by the Regulators or courts or tribunals which would affect the going concern status of the Company and its future operations.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPT CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

REPORTING OF FRAUDS BY AUDITORS:

There is no fraud reported in the Company during the Financial Year ended 31st March, 2023. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report or the Financial Year ended 31st March, 2023.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an internal control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies of the company. There is involvement from both management and functional heads with periodic meetings to discuss issues, weaknesses and progress of the companys internal financial control program. The internal audit conducted for every quarter further scrutinizes the functioning of various areas of operations and gives its observation to the Audit Committee. Required action is taken based on the decision of the Audit Committee on the observations by the internal auditor. Various processes like procurements, maintenance, marketing, accounting etc. are reviewed periodically both internally and by the internal auditors in a way which is commensurate with size & complexity of operations of the Company. The above process helps the company in taking precautionary measures, making the existing process more efficient, bringing accuracy in accounting which enables orderly conduct of the business.

PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except Chief Executive Officer.

NAMES OF TOP 10 EMPLOYEES OF THE COMPANY IN TERMS OF REMUNERATION DRAWN (OTHER THAN KEY MANAGERIAL PERSONNEL)

Sl.No.	Name	. p.m.
1.	Srinivasan G	57,000/-
2.	Sekar K	34,000/-
3.	Karthigai S	32,500/-
4.	Gunavathy K	31,500/-
5.	Roseline Leoni. J	30,920/-
6.	Mohan K	30,500/-
7.	Lissamma Jolly	30,000/-
8.	Manikandan.S	30,000/-
9.	Selvakili.R	30,000/-
10.	Venkatesan G	29,026/-

DUES TO SMALL & MICRO ENTERPRISES

Dues outstanding more than .1,00,000/- to Small and Micro Industrial Units: Nil

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI ON BOARD MEETINGS AND GENERAL MEETINGS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

INDUSTRIAL RELATIONS:

Human Resource is an important asset for the Company and there is cordial relationship exist between the management and the employees across all the plants of the Company. During the year your Company conducted various activities for the benefit of employees. An Awareness Program was organized for the employees. Many employees participated in the awareness program. A general medical camp was organized for the benefit of employees.

SOCIAL RESPONSIBILITY:

Your Company believes in importance of education in the growth of individuals and the economy as whole.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under the criteria i.e. net worth or turnover or net profit, as prescribed in Section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility provisions.

CAUTIONARY STATEMENT:

Shareholders and Readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness though the same are based on sources believed to be reliable. Utmost care has been taken to ensure that the opinions expressed by the management herein contain its perceptions on the material impacts on the

Companys operations, but it is not exhaustive as they contain forward-looking statements which are extremely dynamic and increasingly fraught with risk and uncertainties. Actual results, performances, achievements or sequence of events may be materially different from the views expressed herein.

ACKNOWLEDGEMENT:

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Director place on record their deep appreciation for the contribution made by the employees at all levels. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.