Dear Members,
Your Directors hereby present the 31st Annual Report and Accounts of the
Company for the year ended 31st March, 2023.
Financial performance
The performance during the period ended 31st March 2023 has been as under:
(Amount in Rs.)
| Particulars |
2022-2023 |
2021-2022 |
| Total Income |
61,12,260 |
52,03,120 |
| Other Income |
3,68,000 |
3,68,300 |
| Total Expenditure |
76,56,469 |
73,33,116 |
| Profit /(Loss) Before Tax |
(11,76,209) |
(17,61,696) |
| Provision for Deferred Tax |
69,708 |
1,13,185 |
| Profit/(Loss) after Tax |
(12,45,917) |
(18,74,881) |
Performance
During the year under review, the Company has recorded an income of Rs.61,12,260/- and
the loss of Rs.12,45,917/- as against the income of Rs.52,03,120/- and reported loss of
Rs.18,74,881/- in the previous financial year ending 31.03.2022.
Change in the nature of business
There was no change in nature of the business of the Company during the financial year
ended on March 31,2023.
Secretarial Standards
Your Company has devised proper systems to ensure compliance with the provisions of all
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively. During the year under
review, your Company has complied with the Secretarial Standards issued by the Institute
of Company Secretaries of India.
Share Capital
The authorised share capital of the Company is Rs 25,00,00,000/- (Rupees Twenty Five
Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs only) equity shares of Rs
10/- each.
Transfer to reserves
The company has not transferred any amount to reserves for the year.
Dividend
Your Board of Directors has not declared any dividend during the year.
Buy Back of shares
The Company has not bought back any of its securities during the financial year ended
March 31,2023. Indian Accounting Standards (Ind AS)
The Company has adopted Indian Accounting Standards (Ind AS). The standalone financial
statements of the Company forming part of the Annual Report have been prepared and
presented in accordance with all the material aspects of the Indian Accounting Standards
(‘Ind AS) as notified under section 133 of the Companies Act 2013 read with the
Companies (Indian Accounting Standards) Rules 2015 and relevant amendment rules issued
thereafter and guidelines issued by the Securities Exchange Board of India
("SEBI").
Deposits
The Company has not accepted any deposits from public in terms of Section 73 of the
Companies Act, 2013 and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
Significant and material orders passed by the regulators
There are no significant or material orders passed by the Regulators/Courts which would
impact the going concern status of your Company and its future operations.
Material changes and commitments
There were no material changes and commitments, affecting the financial position of the
Company between the end of the financial year March 31, 2023, to which the financial
statements relates and the date of signing of this report.
Board of Directors
During the year under review, there was no change in the Board of Directors of the
Company.
Key Managerial Personnel
During the year under review, there was no change in the KMPs of the Company Declaration
by the Independent Directors
The Company has received declarations from all the Independent Directors of the Company
confirming that they continue to meet the criteria of independence, as prescribed under
Section 149 of the Companies Act, 2013, rules made there under and Regulations 16 & 25
of the Listing Regulations. The Independent Directors have also confirmed that they have
complied with the Companys code of conduct.
Nomination and Remuneration Policy
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation
19 of the Listing Regulations, the Nomination and Remuneration Committee has formulated a
policy relating to the nomination and remuneration for the Directors and the Key
Managerial Personnel (KMP). The current policy is to have an appropriate mix of executive,
non-executive and independent directors to maintain the independence of the Board and
separate its functions of governance and management. The policy of the Company on
directors appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters are
adopted as per the provisions of the
Companies Act, 2013. The detailed policy is available on the Companys website at
www.dolphinmedicalservices.com
Board Evaluation
The parameters and the process for evaluation of the performance of the Board and its
Committees have been explained in the Corporate Governance Report.
Familiarisation Programme
In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, details of the familiarization programme of the Independent Directors
are available on the website of the Company at www.dolphinmedicalservices.com
Meetings of the Board of Directors
The Board of Directors of the Company duly met 6 (Six times) during the financial year.
The intervening gap between any two meetings was within the prescribed period. The details
of the Board meetings is given in the Corporate Governance Report.
Committees of the Board
We have in place all the Committees of the Board which are required to be constituted
under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A detailed note on the Board and its Committees is provided under the
Corporate Governance Report section in this Boards Report.
Subsidiary, Associate and Joint Venture Companies
There are no Subsidiaries, Associates and Joint Ventures as at the end of the financial
year March 31, 2023.
Statutory Auditors
The Board of Directors of the Company at their meeting held on November 04 2023 has
appointed M/s. SMV & Co. as Statutory Auditors of the Company subject to the approval
of the members of the Company at the ensuing annual general meeting.
The Board recommends the appointment of the M/s. SMV & Co. as statutory auditors of
the Company form the conclusion of the ensuing 31st annual general meeting till
the conclusion of the 36th annual general meeting of the Company.
The Auditors Report for FY 2022-23 does not contain any qualification, reservation or
adverse remark. The Report is enclosed with the financial statements in this Annual
Report.
Internal Auditors
In pursuance of Section 138 of the Companies Act, 2013 read with rules made there
under, the Board has appointed Smt. M. Lakshmi Sudha, CFO of the Company as Internal
Auditors of the Company to carry out internal auditing of books of accounts periodically.
Cost Audit
Pursuant to Section 148(1) of the Companies Act, 2013, Cost Audit is not applicable to
the Company for the financial year ended March 31,2023.
Details of remuneration during the year 2022-23 as per Rule 5(1) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules 2015 are as follows:
A statement showing the details of remuneration is provided in Annexure III to
this report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed
Mr. Bharatiraju Vegiraju (COP Number: 14926) Practicing Company Secretary as Secretarial
Auditors to conduct Secretarial audit of the Company for the FY 2022-23.
The Secretarial Audit Report issued by Mr. Bharatiraju Vegiraju, Practicing Company
Secretary in form MR-3 is enclosed as Annexure - IV to this Annual Report.
Corporate Social Responsibility (CSR)
During the year under review, the provisions of the section 135 of the Companies Act,
2013 are not applicable to the Company.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the Listing Regulations, the Management
Discussion and Analysis Report highlighting the industry structure and developments,
opportunities and threats, outlook, risks and concerns etc. is annexed as Annexure-V of
this Annual Report.
Corporate Governance
"Report on Corporate Governance" along with the Auditors Certificate on
Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 enclosed as Annexure-VI.
Statement containing additional information as required under Schedule V of the
Companies Act, 2013
A statement containing additional information as required under Clause IV of Section II
of Part II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate
Governance, which forms part of this Annual Report.
Risk Management
During the year, the risk assessment parameters were reviewed and modified. The audit
committee reviewed the element of risks and the steps taken to mitigate the risks. In the
opinion of the Board, there are no major elements of risk which have the potential of
threatening the existence of the Company.
The audit committee provides the framework of Risk Management by describing mechanisms
for the proactive identification and prioritization of risks based on the scanning of the
external environment and continuous monitoring of internal risk factors.
Analysis of the risks identified is carried out by way of focused discussion at the
meetings of the Board. The robust governance structure has also helped in the integration
of the Enterprise Risk Management process with the Companys strategy and planning
processes where emerging risks are used as inputs in the strategy and planning process.
Identified risks are used as one of the key inputs in the strategy and business plan.
Internal Financial Control Systems and their adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, safeguarding of
its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, including the audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is
of the opinion that the Companys internal financial controls were adequate and effective
during FY 2022-23. Please refer Internal control systems and adequacy" in the
Management Discussion and Analysis report.
Consolidated financial statements
The Company has prepared the financial statements for the financial year ended March
31, 2023 on standalone basis, since there were no subsidiaries or associates of the
Company as at the end of the FY 2022- 23.
Whistle blower Policy/Vigil Mechanism
Pursuant to the requirement of the Companies Act, 2013 and of Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a
Whistle Blower Policy and has established the necessary vigil mechanism for directors and
employees to report concerns about unethical behavior. The said Policy provides for
adequate safeguard against victimization of directors/employees who avail of such
mechanism and provides access to the Chairman of Audit Committee in exceptional cases. No
person has been denied access to the Chairman of the Audit Committee. The Whistle Blower
Policy has been placed on website of the Company and web link thereto is
www.dolphinmedicalservices.com. During the year, there were no whistle blower complaints
received by the Company.
Reporting of Fraud by the Auditors
During the year under review, the Statutory Auditors and Secretarial Auditors of the
Company have not reported any instances of frauds committed in the Company by its officers
or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013
details of which need to be mentioned in this Report.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31,2023 will be uploaded on the Companys website at
www.dolphinmedicalservices.com.
Prevention of Sexual Harassment of Women at Workplace
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace
in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
The Company has always provided a safe and harassment free workplace for every
individual working in its premises through various policies and practices. The company
always endeavours to create and provide an environment that is free from discrimination
and harassment including sexual harassment. The Company has been actively involved in
ensuring that the employees are aware of the provisions of the POSH Act and rights
thereunder. In the year under review, the Company has not received any such complaint from
any employee.
Particulars of Loans, Guarantees or Securities or Investments
The Company has not given loans / guarantees or made any investments during the year
under review. Related party transactions
All transactions entered with related parties for the year under review were on arms
length basis and in the ordinary course of business. There were 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. All related party transactions are placed before the
Audit Committee and also before the Board for approval, where ever required. The Company
has developed a Policy on Related Party Transactions for the purpose of identification and
monitoring of such transactions. The policy on Related Party Transactions as approved by
the Board is uploaded on the Companys website www.dolphinmedicalservices.com.
The particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the
Companies (Accounts) Rules, 2014 and the same is annexed herewith as Annexure-II to
this Report.
Particulars in respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo
The information on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the Annexure-I
forming part of this Report.
Human Resources
Employees are our most valuable assets and key to the success of your Company. We are
committed to hiring and retaining the best talent. We always strive towards collaborative,
transparent and participative organization culture, and reward individual contribution and
innovation.
Directors responsibility statement
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect
to the Directors Responsibility Statement, the Board of Directors of the Company hereby
confirms:,
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
ii. such accounting policies as mentioned in the notes to the financial statements have
been selected and applied consistently and judgments and estimates that are reasonable and
prudent made so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year 2022-23 and of the statement of profit of the Company for
that period;
iii. 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;
iv. the annual accounts for the year 2022-23 have been prepared on a going concern
basis.
v. that the Directors, had laid down internal financial controls to be followed by the
Company that such internal financial controls were adequate and were operating
effectively.
vi. that system to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
Cautionary Statement
Statements in this Report, particularly those which relate to Management Discussion and
Analysis as explained in the Corporate Governance Report, 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.
Acknowledgement
The Board of Directors takes this opportunity to place on record its appreciation to
all the stakeholders of the Company, viz., customers, investors, banks, regulators,
suppliers and other business associates for the support received from them during the year
under review. The Directors also wish to place on record their deep sense of gratitude and
appreciation of all the employees for their commitment and contribution towards achieving
the goals of the Company.
|
For and on behalf of the Board |
|
Dolphin Medical Services Limited |
| Place: Hyderabad |
Sd/- |
Sd/- |
| Date: 04.11.2023 |
Dr. Mohan Prasad GV |
Dr. Lakshmi Sudha M |
|
Managing Director |
Director |
|
DIN:01236113 |
DIN:01235522 |
+91-9892691696
