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Your Directors have pleasure in presenting their twenty fifth report along with the Audited Financial Statements of the Company for the year ending March 31, 2018
FINANCIAL & OPERATIONAL REVIEW:
(Rs in Lakhs)
|Financial Heads||Year ended 31.03.2018||Year ended 31.03.2017|
|1, Operating Income||1381.82||1121.43|
|2 Other Income||14.09||33.38|
|3. Profit Before Tax||67.32||96.46|
|4. Provision for Taxation (net)||12.83||25.88|
|5. Deferred Tax Provision||(18.34)||14.97|
|6. Profit after Tax||72.84||54.61|
|7, Balance after taxation carried over to the Balance Sheet||72.84||54.61|
During the year under review the operational receipts of the company have increased to Rs. 1381.82 Lakh from Rs. 1121.43 Lakh in the previous year registering growth of 19%.
The Hospital Project of the Company Is complete and operational. The Company hopes to increase its operations in the current year.
EXTRACTS OF ANNUAL RETURN
An extracts of the Annual Return as at March 31, 2018 in prescribed form MGT-9 forms part of this report as Annexure-S.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received declaration of Independence from Its independent directors.
Since the paid up capital of the Company is less than Rs. 10 Crore and Net worth is less than Rs. 25 Crore, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. 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
A review of the performance of Company is provided in Ihe Management Discussion & Analysis section which is attached as Annexure-C in this Annual Report.
DIVIDEND & RESERVES:
Your Directors have not recommended any dividend for the Financial Year ended 31st March 2018 and have retained the earnings.
The Company proposes to transfer Rs 72.84 Lakh to reserve and surplus resulting into aggregate reserve and surplus of Rs. 652.23 Lakh as against Rs. 579.39 Lakh retained in the reserve and surplus during the preceding year.
The paid up equity capital as on March 31, 2018 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.
The company is not having any subsidiary or associate company as on 31.03.2018.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge and belief, and according to the information and explanation provided to them, your Directors hereby confirm that:
(a) in preparation of the Financial Statements, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
(b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit of the Company for period ended on that date;
(c) 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 prevention and detection of fraud and other Irregularities;
(d) the financial statements have been prepared on going concern basis;
(e) proper internal financial controls were in place and that financial controls were adequate and were operating effectively; and
(f) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Composition of the Board during the year ended 31sl March 2013 is as under:
Number of Board Meetings held during 2017-18
|Whether Attendance Last AGM|
|Dr. V.S. Phull||4||4||Yes|
|Mrs. Shaiinl Shanma||4||1||No|
|Mrs. Meenaakashi Elhence||4||4||Yes|
|Non-Executive and Independent Directors|
|Mr. Premjit S. Kashyap||4||4||Yes|
|Mr. Abhimanyu Arora(Till 18.07.2017)||4||1||No|
|Mr. Ashok Kumar Sinqh Chaudhary||4||4||Yes|
In accordance with the provisions of Section 152 of The Companies Act, 2013, Mrs, Meenakaashi Elhence , Director of the Company, is liable to retire by rotation in ensuing Annual General Meeting and being eligible offer hersetf for re-appointment.
Your Directors recommend for her appointment/re-appointment.
On recommendation of Nomination and Remuneration Committee of the Board the Board of Directors Appointed Dr Seema Tyagi as additional director on the Board of the Company In its meeting held on 29.08.2018,
Dr. Seema Tyagi (DIN: 0133489) is a graduate (M.B.B.S.) from BJ Medical College, Pune in 1982. She is a Medical Practitioner since 1986. She has experience of more than 30 years in the field of Medical services. Hence, her appointment as Independent director will be beneficial for the business of the Company.
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 Dr. V.S. Phull, Managing Director, Mr. Pankaj Gupta, Company Secretary and Mr. Dhanendra Jain, Chief Financial Officer.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received declaration of independence from its independent directors.
NUMBER OF MEETING OF THE BOARD
During the year 2017-18 the Board of Directors met four times on 30.05.2017, 11.08.2017, 13.11.2017, and 14.02.2018. The intervening gap between the Meetings was within fhe period prescribed under the Companies Act, 2013.
PERFORMANCE EVALUATION OF THE BOARD
During Ihe current financial year, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, the Committees of the Board and the Individual Directors including Chairperson,
The performance of the board was evaluated by the board after seeking inputs from af! the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, time-lines of Tow of information etc.
The outcome of this performance evaluation was placed before Nomination and Remuneration Committee, Independent Directors Committee and the Board in their meetings held during the year. The review concluded by affirming that the Board as a whoie as well as its Chairman, all of its members, individually and the Committees of the Board continued to display commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in overall growth of the organization.
NOMINATION & REMUNERATION POLICY
In adherence to the provisions of Section 134 (3)(e) and 178 (1) & (3) of the Companies Act, 2013, the Board of Directors on the recommendation of the Nomination and Remuneration Committee approved a policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate Internal financial controls with reference to financial statements. 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 2017-18.
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
The Shareholders at the 2151 Annual General Meeting held on September 29, 2014 had appointed M/s K.K. Jain & Co., Delhi, Chartered Accountant (FRN: 002465N) Ihe statutory auditors of the company to hold the office until the conclusion of ensuing Annual General Meeting subject to ratification of lhair appointment at every intermittent AGM. M/s K.K. Jain & Co. being eligible has expressed their willingness to continue as auditors of the Company and accordingly, the ratification of their appointment is recommended to the Shareholders.
There is no observation or qualification or adverse remark made in the Auditors Report read together with relevant notes thereon.
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 has appointed M/s Rahul Singhal & Associates, Company Secretaries in practice as the Secretarial Auditor to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is given in Annexure-A to this Report There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their report.
The company is not required to appoint cost auditor as per Section 148 of the Companies Act, 2013.
The provisions of section 148(1) do not apply to the company, hence the Company is not required to maintain the cost records.
Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Company management periodically assesses risks in the internal and external ervironrren: and incorporates suitable risk treatment processes In its strategy, and business and operating plans.
As required under Regulation 21 of the SE8I Listing Regulations (LODR) 2015, Constitution of Risk Management Committee shall be applicable to top 100 listed Companies by market capitalization as at the end of the immediate previous financial year As the Company not falls under the category of top 100 listed Companies, the Company is not required to constitute a Risk Management Committee.
The Company has a mechanism to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.
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
As the Company does not fail under any of the threshold limits given under section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. There is no material contract or arrangement in accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 considered to be not applicable to the Company
There are no material Related Party Transactions during the year under review that require approval of the shareholders through special resolution. The Board of Directors and the Audit Committee have approved all other related party transactions.
There are no malerially 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.dirl.nrdin
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|
|Mr. P.S. Kashyap||Chairman||4||4|
|Mr. Abhimanyu Arora*||Member||4||NIL|
|Dr. V. S. Phull||Member||4||3|
|Mr. Ashok Kumar Singh Chaudhary||Member||4||4|
*Mr. Abhimanyu Arora remained the member of Audit Committee till 17.07.2017 after which the composition of Audit Committee changed due to the demise of Mr. Abhimanyu Arora on 18/07/2017.
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 -30.05.2017,11.08.2017,13.11.2017 and 14.02.2018. 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||Chairperson||1||1|
|Mr. Prem]it S. Kashyap||Member||1||1|
|Mrs. Meenaakashi Elhence||Member||1||1|
iii. Stakeholders Relationship Committee
|Director||Category||No. of meetings held||No. of meetinqs attended|
|Ms. Shalini Sharma||Member||4||4|
|Mr Premjit S. Kashyap||Chairperson||4||4|
|Mrs. Meenaakashi Elhence||Member||4||4|
The Company has a vigil mechanism pursuant to which a Whistle Blower Policy has been adopted and the same is hosted on the Companys websitewww.djri.org.in . It provides opportunities to the directors and employees to report in good faith to the management about the unethical and improper practices, fraud or violation of Companys Code of Conduct. The vigil mechanism under the Policy also provides for adequate safeguard against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases. The Company affirms that none of the personnel of the Company has been denied access to the Audit Committee.
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) ot the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:
a) Conservation of Energy
(i) the steps taken or impact on conservation of energy: Regular efforts are made to conserve the energy through various means such as use of low energy consuming lightings, etc.
(ii) the steps taken by the Company for using alternate sources of energy: Since your Company Is not an energy intensive unit, utilization of alternate source of energy may not be feasible.
(iii) Capital investment on energy conservation equipment: Nil
b) Technology Absorption
Your Company is not engaged in any kind of manufacturing activities therefore, there is no specific information to be furnished in this regard. There was no expenditure on Research and Development during the period under review.
c) Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo are given below:
Total Foreign Exchange earned: Nil Total Foreign Exchange used: NIL
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the financial year 2017-18, 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 foe 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 employees of the Company, is provided vide Annexure-D attached.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules)the dividend which remains unclaimed / unpaid for a period of seven years from the date of transfer to the unpaid dividend account are required to be transferred to the Investor Education and Protection Fund ("IEPF) established by the Central Government and no claim shall lie against the Company once such unpaid / unclaimed amounts are transferred by the Company. Further according to the Rules the underlying shares in respect of which dividend has ot been claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority .The unclaimed I unpaid dividend amount pertaining to the a period of more than seven years from the date of declaration will be transferred to IEPF during FY18- 19. Further the corresponding shares will be transferred as per the requirements of iEPF rules, details of which are provided on our website www.diri.orq.j n
LISTING ON STOCK EXCHANGE:
The companys securities are listed on The Bombay Stock Exchange, Mumbai. The company has paid the listing fee for foe stock exchanges for the financial year 2017-18 and has complied with all the requirements of foe listing Regulations.
DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place the policy on Anti Sexual Harassment. The Company undertakes ongoing trainings to create awareness on this policy. There were no instances of Sexual Harassment that were reported during the period under review.
The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
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 statements1 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.
Your Directors would like to place on record their sincere appreciation for the continued co-operation and contribution made by its management and employees that have enabled the Company to achieve impressive growth. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, Financial institutions and Banks, Shareholders, and all other business associates. Further the Board places on record their thanks to the patients for the confidence reposed by them in the company and their appreciation for the services.
By Order of the Board of Directors
|(Dr. V. S. Phull)||(Mr. Premjit Singh Kashyap)|
|(DIN : 0617947)||(DIN : 01664811)|