Hannah Joseph Hospital Ltd Directors Report

DIRECTORS REPORT

TO SHAREHOLDERS

Dear Members,

The Directors have pleasure in presenting the 13^th Annual Report of the Company comprising of the audited Financial Statements comprising of the Balance sheet as at 31^st March, 2024 and the Statement of Profit and Loss for the financial year ended 31^st March, 2024 together with the notes and report of the statutory auditors thereon.

1. FINANCIAL RESULTS - REVIEW

	(Ks. m lakhs)
Particulars	31.03.2024	31.03.2023
Revenue from operations	6340.78	5,462.32
Other Income	22.02	27.36
Total Expenditure	5,828.49	5,388.15
Profit/ (Loss) Before Tax	534.31	101.53
Profit/ (Loss) After Tax	406.65	101.06
Basic Earnings per share (in Rs.)	2.47	0.63

The profit before tax in the financial year 2023-24 has increased 426.31% in comparison to the previous financial year 2022-23.

2. DIVIDEND

The Board has not recommended any dividend for the financial year 2023-24 as it desired to infuse the profits for the Companys requirements.

3. BUSINESS REVIEW

The Company continues its focus on furthering its medical care services in Neurosciences, Cardiac sciences, Orthopedics & Trauma and Dental on a much larger scale. It is hoped that the Company would continue its good performance in the coming years.

4. BOARD OF DIRECTORS

The Company is managed by the Managing Director under the superintendence and control of the Board of the Directors of the Company.

The following changes have taken place in the Board of Directors of the Company during the financial year 2023-24 and till the date of this report.

(i) Mr. C.N. Srinivasan (DIN:09802425) and Mr.R. Mukundan (DIN: 03619602) were appointed as Additional Directors in the category of Independent Director on the Board of the Company on 10th October, 2023 subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting of the Company and to hold office for a term of 5 (five) years.

(ii) Mr. Salaivel Pratheep (DIN: 10712608) and Mr. Kumarasamy Sureshkumar (DIN: 10715436) were appointed as Additional Directors in the category of Independent Director on the Board of the Company on 05th September, 2024 subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting of the Company and to hold office for a term of 5 (five) years.

(iii) Dr. Arunkumar Nalina (DIN: 07495044) Non-Executive, Non-Independent Director is liable to retire by rotation at the ensuing 13^th Annual General meeting of the Company and being eligible, has offered herself for reappointment as a Director of the Company.

5. COMMITTEES OF THE BOARD

The following committees were constituted by the Board of Directors of the Company during the year under review at the Board meeting held on 10^th October, 2023.

i. Audit Committee

This Committee was constituted in accordance with the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. This committee comprises of the following directors:

Name of the Director	Designation in Committee	Nature of Directorship
Mr. C N Srinivasan	Chairman	Independent Director
Mr. R Mukundan	Member	Independent Director
Dr. M.J.Arunkumar	Member	Managing Director

ii. Nomination and Remuneration Committee

This Committee was constituted in accordance with the Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. This committee comprises of the following directors:

Name of the Director	Designation in Committee	Nature of Directorship
Mr. R Mukundan	Chairman	Independent Director
Mr. C N Srinivasan	Member	Independent Director
Dr. Arunkumar Nalina	Member	Non- Executive Director

iii. Stakeholder Relationship Committee:

This Committee was constituted in accordance with the section 178 (5) of the Companies Act, 2013, Regulation 20 of the SEBI Listing Regulations. This committee comprises of the following directors:

Name of the Director	Designation in Committee	Nature of Directorship
Mr. C N Srinivasan	Chairman	Independent Director
Mr. R Mukundan	Member	Independent Director
Dr. Fenn Kavitha Fenn Arunkumar	Member	Whole-time Director

6. KEY MANAGERIAL PERSONNEL (KMP)

Name of the persons	Designation
Dr. M.J. Arunkumar	Managing Director
Dr.Fenn Kavitha Fenn Arunkumar	Whole-time Director
Mr.Daniel Dayanand Fenn	Chief Financial Officer
CS.Yuvaraj Saravanan	Company Secretary

7. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, the Directors make the following Responsibility Statement:

i. In the preparation of the Financial Statements for the year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

ii. 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 the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care 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 detecting and preventing fraud and other irregularities;

iv. The Financial Statements for the year ended 31^st March, 2024 have been prepared on a going concern basis;

v. Proper internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. BOARD MEETINGS

The Board of the Company held 9 (nine) meetings during the said financial year on the dates of 06^th May, 2023, 30^th June, 2023, 08^th August, 2023, 04^th September, 2023, 26^th September, 2023, 10^th October 2023, 02^nd December 2023, 19^th February 2024 and 26^th February 2024.

9. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any Loans, made any investments or given any guarantees pursuant to the provisions of section 186 of the Companies Act, 2013.

11. DEPOSITS

During the year under review, the Company has neither accepted any deposits from public nor renewed any deposits.

12. RELATED PARTY TRANSACTIONS

The details of related party transactions entered into in reference to section 188 of the Companies Act, 2013 are furnished in Form AOC-2 vide Annexured attached.

13. EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31^st MARCH 2024

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies Management and Administration) Rules, 2014 the extract of annual return as at the financial year ended 31^3t March, 2024 in Form MGT-9 is attached vide Annexuredl.

14. STATUTORY INFORMATION IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO, etc.

1. In terms of Section 134(3)(m) of the Companies Act, 2013 and the Companies (Accounts) Rules,2014 as amended, the Company is carrying on activities relating to conservation of energy and technology absorption wherever possible.

2. The Foreign Exchange earnings during the year is Rs. Nil and the Outgo: Rs.Nil

15. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year under review, there were no complaints of harassment or discrimination under the aforesaid Act.

16. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operations were observed.

17. RISK MANAGEMENT POLICY

The Company in its place a Risk Management Policy considering the nature of industry. However the Board is of the opinion that there is no adverse circumstances threatening the existance of the policy.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and the Companys operations in future.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

20. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the requirements prescribed under 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 ("ICSI") and notified by MCA.

21. STATUTORY AUDITORS

During the year under review, M/s. Pandiarajan. T & Co., Chartered Accountants, Madurai (Firm Registration No. 01431 IS) tendered resignation as Statutory Auditor of the Company vide their letter dated 30^th August 2024.

The Board of Directors on recommendation of Audit Committee and subject to the approval of shareholders, appointed M/s. A.V. Subramanian & Co. Chartered Accountants, Madurai (Firm Registration No.010643S, holding peer review certificate no.015771) as Statutory Auditors of the Company w.e.f 05^th September 2024, to fill the casual vacancy arising out of resignation of M/s. Pandiarajan. T & Co., Chartered Accountants, Madurai (Firm Registration No. 014311S)

In terms of the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, appointment of Statutory Auditors in casual vacancy caused due to resignation of the existing Auditor, shall also be approved by the

Company in a general meeting convened within three months of appointment / recommendation of the Board, and such Auditor shall hold office till the conclusion of the next Annual General Meeting (AGM).

Accordingly, the Board of Directors has recommended for approval of members for the appointment of M/s. A.V. Subramanian & Co. Chartered Accountants, as Statutory Auditors of the Company -

(i) To fill the casual vacancy arising out of resignation of the existing statutory auditor w.e.f September 05, 2024 and to hold office till the conclusion of this Annual General Meeting; and

(ii) For a period of 5 (five) years commencing from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2029.

M/s. A.V. Subramanian &Co. Chartered Accountants, have given their consent to act as Statutory Auditors of the Company, and have confirmed that their appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Companies Act, 2013.

22. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility is applicable to the Company during the period under review.

The Companies net profit before tax for the financial year 2023-24 exceeds Rs.5 crores as per the threshold limit of net profit prescribed under the Act, Hence the CSR is applicable to the Company and obligated to spend 2% of the average net profits made in the preceding three financial years. Hence the Company needs to spend Rs.4,46,630 towards CSR activities in the financial year 2024-25.

24. AUTHORISED SHARE CAPITAL

During the year, there was no change in the Authorized share capital of the Company. As on March 31,2024, the authorized share capital of the Company, stands at Rs. 20,00,00,000 (Rupees twenty crore only) divided into 2,00,000,00 (Two crore) equity shares of Rs. 10/- each.

25. ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

During the year under review, your Company made the following equity share issue and made allotment of equity shares under Private Placement.

Allotment of 32,250 equity shares at Rs. 10/- each at a premium of Rs. 190/- each on 06^th May 2023.

Allotment of 50,000 equity shares at Rs. 10/- each at a premium of Rs. 190/- each on 08^th August 2023.

Allotment of 25,000 equity shares at Rs. 10/- each at a premium of Rs. 190/- each on 10^th October 2023.

Allotment of 1,89,268 equity shares at Rs. 10/- each at a premium of Rs. 195/- each on 19^th February 2024.

Allotment of 52,195 equity shares at Rs. 10/- each at a premium of Rs. 195/- each on 26^th February 2024.

Consequent to the above allotments, the issued, subscribed and paid-up share capital of the Company as on March 31, 2024 stands at Rs. 16,69,83,630/- (Rupees sixteen crore sixty nine lakhs eighty three thousand six hundred and thirty only) divided into l,66,98,363(One crore sixty six lakhs ninety eight thousand three hundred and sixty three) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

26. ACKNOWLEDGEMENT

Your Directors wish to record their appreciation for the whole hearted and the sincere co-operation extended to the Company by various Government authorities, the Companys bankers, lenders, customers and suppliers. The Directors also wish to thank all the employees for their dedicated contribution made to the Company and look forward to have their continued performance in the years to come.

	(By Order of the Board)
	For and on behalf of the Board of Directors,
Madurai	D r. M. J. Aiomkumar
05.09.2024	Chairman & Managing Director
	(DIN: 03608603)