dhanvantri jeevan rekha ltd share price Directors report


An overview!

Dhanvantri Jeevan Rekha limited is a renowned hospital which has been pursuing the aim to deliver High-class patient care services in a comprehensive manner to every individual with an emphasis on quality, service excellence, empathy and respect. In all its endeavors, it continuously strives to upgrade its facility and equipments to match world class standards and consistently investing to make available latest medical technologies. In addition to all general specialties, it has varied range of Super Specialty services i.e. Cardiology, Gastroenterology, Neurology, Urology and other diagnostic service. Dear Members, Your directors have pleasure in presenting their thirtieth Report along with the Audited Financial Statements of the Company for the year ending March 31, 2023

FINANCIAL & OPERATIONAL REVIEW: FINANCIAL RESULTS

(Rs in Lakhs)

S. No. Financial Heads ) . Year 31.03.2023 ended Year 31.03.2022 ended
1 Operating Income 1768.48 1677.15
2. Other Income 23.79 21.37
3. Profit (Loss) Before Tax (14.44) 67.31
4 Tax Expense (Net) 7.22 18.30
5. Profit/(Loss) after Tax (21.66) 49.01
6. Balance after taxation carried over to the Balance Sheet (21.66) 49.01

OPERATIONS:

During the period under review, the Operating Income of the company has increased to Rs. 1768.48 Lakhs from Rs.1677.15Lakhs during the Financial Year 2022-2023 as compared to the previous year income. The Company has incurred loss of Rs.21.66 Lakhs as compared to the last year profit of Rs. 49.01 Lakhs due to increase in repair and maintenance cost of the hospital equipment, renovation of building and increased cost of medical consumables. Your directors have the pleasure of informing you that the Company continues to be a Debt free company during the year under review and the company has started Dialysis in its Nephrology Department and has also added the Gastroenterology Department in the Hospital.

HOSPITAL ACCREDITATION

The Company has received final certification from National Accreditation Board. This accreditation from NABH is for Hospitals and Healthcare services for the delivery of high standards for safety and quality care to the patients.

ANNUAL RETURN

Pursuant to the provision of section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rule,2014, the Annual Return of the Company is available on the website of the company at the link: https:// www.dhanvantrihospital.in

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration form all Independent Directors of the Company that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.

CORPORATE GOVERNANCE:

Your Company has a Paid-Up Share Capital of Rs. 409.84 Lakhs and the net worth of Rs. 930.85 Lakhs during the financial year ending 31.03.2023. Hence, Regulation 27(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 are not applicable on the Company and your Company is not required to report on the Corporate Governance. However, your company has made every effort to comply with the provisions of the Corporate Governance and to see that the interest of the shareholders and the Company are properly served.

MANAGEMENT DISCUSSION & ANALYSIS:

In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report, for the financial year under review, is presented in a separate section forming part of the Annual Report, This report is also annexed herewith as "Annexure-B".

DIVIDEND& RESERVES:

Keeping in view the insufficient profits and capital expenses commitment in view of NABH accreditation this year, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2023. Your Company did not have any funds lying unpaid or unclaimed for a period of 7(seven) years. Therefore, there were no funds, which were required to be transferred to Investor Education Protection Fund (IEPF). Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 (‘Revised Rules), the Company was not required to file any form with the Ministry of Corporate Affairs.

SHARE CAPITAL:

The paid-up equity share capital as on March 31, 2023 was Rs.409.84 Lakh. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options and sweat equity.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURES:

The Company does not have any Subsidiary, Associate or Joint Venture Company as at 31st March, 2023.

MATERIAL CHANGES AND COMMITMENTS:

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

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013;

a) In the preparation of the annual accounts for the financial year ending 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) Such accounting policies as mentioned in notes to the annual financial statements have been selected and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and loss of the Company for that period;

c) 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) Annual Financial Statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board during the year ended 31? March 2023 is as under:

Director Executive Directors

Number of Held Board Meetings held during 2022-2023 Attended Whether Attended Last AGM

Dr. Varinder Singh Phull Non-Executive Directors

10 10 YES
Mrs. Shalini Sharma 10 10 YES
Mrs. Meenaakashi Elhence 10 10 YES
Mr. Premjit Singh Kashyap 10 10 YES
Mrs. Rowena Sharma 10 10 NO
Dr. Anil Elhence 10 10 NO

Mr. Tulsi Prasad Sharma Non-Executive and Independent Directors

10 10 NO
Mr. Ashok Kumar Singh Chaudhary 10 10 YES
Mr. Ajay Rajpal 10 1 YES
Mohd Adv Harris 10 10 NO
Mr. Amitabh Krishna Bhatia 1 1 NO

The Board of Directors of the Company as on date comprises of eleven directors. During the period under review, Adv. Mohd Haaris was appointed as Independent Director on 01.04.2022 Mr. Amitabh Krishna Bhatia was appointed as Independent Director on 22.03.2023 and Mr. Tulsi Prasad Sharma was appointed as non-executive director of the Company on 05.05.2022 during the year. Pursuant to Sections 149 and 152 of the Companies Act, 2013, Mrs. Shalini Sharma and Mr. Varinder Singh Phull Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and eligible to re- appointment. None of the Directors of your Company are disqualified as per provisions of section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013.During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting/committee fees for attending Board/Committees Meetings of the Company. Pursuant to provisions of section 203 of the Companies Act, 2013, the key managerial personnel of the Company are Shalini Sharma, Managing Director, Mr. Bikram Singh, Chief Financial Officer and Mrs. Ritika Bhandari, Company Secretary and Compliance Officer of the Company, appointed w.e.f 19.04.2021

NUMBER OF MEETING OF THE BOARD:

The meetings of the Board are scheduled at regular intervals to decide and discuss on the business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance to ensure proper planning and effective participation in meetings. During the period under review, eleven (11) Board Meeting were held i.e. and the gap between two Meetings did not exceed the period prescribed under the Companies Act,

2013 Detailed information regarding the meetings of the Board and meetings of the Committees of the Board is included in the Report.

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 and 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, evaluation of every Directors performance was carried out by the Nomination and Remuneration Committee. The performance evaluation of Non- Independent Directors and Board as a whole, Committees thereof and Chairman of the Company was carried out by the Independent Directors through a separate meeting of the Independent Directors held on 22.03.2023 Further, Schedule IV of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 state that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of factors which includes Active participation, financial literacy, Contribution by Director, Positive inputs, Effective deployment, Knowledge & expertise, Integrity and maintenance of confidentiality and independence of behavior and judgement. In the Meeting of Independent Directors, performance of Non-Independent Directors, Board and Performance of the Chairman were evaluated. The performance evaluation of Independent Director was carried out by the entire Board. At the conclusion of the evaluation exercise, the members of the Board assessed that the board as a whole together with each of its committees was working effectively in performance of its key functions.

NOMINATION & REMUNERATION POLICY:

In accordance with the provisions of Section 134 (3)(e) and 178 of the Companies Act, 2013, the Nomination and Remuneration Committee shall identify persons, who are qualified to become directors and who may be appointed as Senior Management, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance. The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. As per the provisions, the meeting of the committee shall be held at such regular intervals as may be required but shall meet at least once a year. The Meetings of the Nomination and Remuneration Committee has held on 26.05.2022, 22.03.2023 during the financial year 2022-2023

The Policy on Nomination & Remuneration as approved by the Board may be accessed on the Companys website www.dhanvantrihospital.in

INTERNAL FINANCIAL CONTROL:

The Company has put in place, an internal financial control system, within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 to ensure the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operational information, compliance of various internal control and other regulatory/statutory compliances. All internal Audit findings and control systems are periodically reviewed by the Audit Committee, which provides strategic guidance on internal control. During the year, such controls were tested and no reportable material weaknesses in the design or operation effectiveness were observed. Further, the testing of such controls was also carried out independently by the Internal Auditors for the financial year 2022-2023 In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company. The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors M/s Anuj Goyal & Co. Chartered Accountants (Registration No 80216) are the Statutory Auditor of the Company, who were appointed at the 29th Annual General Meeting of the Company held on 28th September 2022 for a period of Five consecutive years, to hold office till the conclusion of the 34th Annual General Meeting, at such remuneration as may be mutually agreed between the Board of Directors of the Company and Statutory Auditors. Statutory Auditors Report There is no observation or qualification or adverse remark made in the Auditors Report read together with relevant notes thereon.

SECRETARIAL AUDITORS AND REPORT

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sumit Bist & Associates, (FRN.22707), Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Report of the Secretarial Audit is annexed herewith as Annexure-A. The qualification, reservations or adverse remarks, if any made by M/s. Sumit Bist & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company have been reported in their Secretarial Audit Report. Secretarial Auditors Report The observation in Secretarial Audit Report are self-explanatory and therefore do not call for any further explanation.

COST AUDITORS

The company is not required to appoint cost auditor as per Section 148 of the Companies Act, 2013.

COST RECORDS

The provisions of section 148(1) do not apply to the company; hence the Company is not required to maintain the cost records.

RISK MANAGEMENT:

The Company has designed a risk management policy and framework for risk identification, assessment, mitigation plan development and monitoring of action to mitigate the risks. The key objective of the policy is to provide a formalized framework to enable judicious allocation of resources on the critical areas which can adversely impact the Companys ability to achieve its objectives. The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analyzing the latest trends in risk information available internally and externally and using the same to plan for risk management activities. The objective of Companys policy on risk is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The policy establishes a structured and disciplined approach to risk management and guides the decision making on risk related issues. Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to constitute a Risk Management Committee.

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

No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and future operations of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder for Corporate Social Responsibility are not applicable to the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the F.\. 2022-2023, the Company has entered transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules framed thereunder and as per Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions in accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors and the Audit Committee have approved all other related party transactions. Hence requirement of furnishing particulars of contracts or arrangements entered into by the Company with related parties referred in Section 188(1) of the Companies Act, 2013, in Form AOC-2 is annexure with the financials. There are no materially significant related party transactions, with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website www.dhanvantrihospital.in DISCLOSURES: Committees of the Board During the year in accordance with the Companies Act, 2013 the Board re-constituted/re-named some of its committees and presently the Company has the following Committees:

i. Audit Committee

Director Category No. of meetings held No. of meetings attended
Me PeterSen Crauchay chaimen : :
pr. PremjitSingniashyap Member 4 4
en aE actor Member 4 !

The composition, functions and procedures of the Audit Committee are in conformity with the requirements of Section 177 of the Companies Act, 2013. The Audit Committee met 4 times in the year under review 26.05.2022 25.08.2022 23.12.2022 22.03.2023. During the year under review, the Board accepted all the recommendations made by the Audit Committee of the Board. ii. Nomination and Remuneration Committee

Director Category No. of meetings held No. of meetings attended

Mr. Ashok kumar Singh Chaudhary Independent Director

Chairman

2 2

Mr. Premijit SinghKashyap Director

Member

2 2

Mrs. Meenaakashi Elhence Director

Member

2 2

Mr. Ajay Rajpal Independent Director

Member

2 L

The Nomination and Remuneration Committee met two times during the Financial Year 2021-2022 on 26.05.2022 and 22.03.2023. ili. Stakeholders Relationship Committee

Director Category No. of meetings held No. of meetings attended

Mrs. Shalini Sharma Director

Member

1 1

Mr. Premijit S. Kashyap Director

Chairman

1 1
Mrs. Director Meenaakashi Elhence Member 1 1

Mr. Ashokkumar Singh Chaudhary Independent Director

Member

1 1

The Stakeholders Relationship Committee met one time during the Financial Year 2022-2023 on 22.03.2023 VIGIL MECHANISM:

The Company has established a “Vigil Mechanism” for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Companys code of conduct. To this effect the Board has adopted a “Whistle Blower Policy” which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for review. The details of such policy are available on the website of the Company. During the Financial Year 2022-2023, there were no complaints received under the mechanism.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits from the public within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits), Rules, 2014.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows a) Conservation of Energy

0] the steps taken or impact on conservation of energy NA.
(ii) the steps taken by the company for utilizing alternate sources of energy N.A.
(iii) the capital investment on energy conservation equipments N.A.
b) Technology Absorption

(i) the efforts made towards technology absorption

The Company has not absorbed any technology from any source.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

N.A.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

N.A.

(a) the details of technology imported NA.
(b) the year of import; NA.
(c) whether the technology been fully absorbed N.A.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

N.A.

(iv) the expenditure incurred on Research and Development N.A.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo are given below:

(i) Total Foreign Exchange earned N.A
(ii) Total Foreign Exchange used N.A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year 2022-2023, the company has neither made any investment nor given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

PERSONNEL RELATIONS:

The Company considers human capital as a critical asset and success factor for smooth organizational work flow. Your directors hereby place on record their appreciation for the services rendered by the executives, staff and workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the employees and the management continued to remain cordial.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of the remuneration of Directors, Key Managerial Personnel and employees are enclosed as “Annexure C forming part of the notes to accounts of financial statements. LISTING ON STOCK EXCHANGE: The companys securities are listed on The Bombay Stock Exchange, Mumbai. The company has paid the listing fee to the stock exchanges for the financial year 2023 and has complied with all the requirements of the listing Regulations.

DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment. The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

CODE OF CONDUCT:

The Company has adopted the code of conduct for all Board members and Senior Management as required under Regulation 17 of the Listing Regulations. The Code is posted on the Companys website: www.dhanvantrihospital.in All Board members and Senior Management personnel have affirmed compliance with the Code on an annual basis and a declaration to this effect signed by Mrs. Shalini Sharma, Managing Director forms part of this Report.

CEOQ/CFO CERTIFICATION:

A certificate duly signed by CFO relating to financial statements and internal controls and internal control systems for financial reporting as per the format provided in Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 was placed before the Board and was taken on record.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to all Government agencies for the assistance, co-operation and encouragement they have extended to the Company. Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued cooperation, patronage and trust reposed in the Company. Your Directors also greatly appreciate the commitment and dedication of all the employees at all levels, that has contributed to the growth and success of the Company. Your Directors also thank all the strategic partners, business associates, Banks, financial institutions and our shareholders for their assistance, co-operation and encouragement to the Company during the year.

For and on behalf of the Board of Directors

Dhanvantri Jeevan Rekha Limited

Sd/- Sd/-
Place: Meerut (Mrs. ShaliniSharma) (Mr. Premijit Singh Kashyap)
Date:28.08.2023 Managing Director Chairman
DIN: 03530674 DIN:01664811