To,
The Members
Your Directors have pleasure in presenting their Fortieth Annual
Report on the business and operations of the Company and the accounts for the Financial
Year ended March 31, 2023.
1. Financial highlights for the year ended March 31, 2023
| Particulars |
2022-23 (Rs In Lakhs) |
2021-22 (Rs In Lakhs) |
| Operating Income |
15,575.64 |
13,607.28 |
| Other Income |
312.86 |
214.69 |
| Total Income |
15,888.50 |
13,821.97 |
| Operating Expenses |
11,444.15 |
9,889.88 |
| EBIDTA |
4444.35 |
3,932.09 |
| Finance Cost |
81.10 |
69.58 |
| Depreciation |
764.22 |
652.70 |
| Profit/(Loss) before Tax |
3599.03 |
3,209.81 |
| Tax expense |
1003.14 |
880.46 |
| Provision for Deferred Tax |
(72.95) |
(43.23) |
| Profit/(Loss) after Tax (PAT) |
2668.84 |
2,372.58 |
2. Dividend
Board has not recommended dividend for the financial year 2022-23
keeping in view the long term objectives of the Company.
Your Company has formulated a Dividend Distribution Policy in
compliance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015. This is also available on the Companys website and can be accessed at:
https://www.kauveryhospital.com/investors
3. Reserves
The Company has not transferred any amount to General reserve during
the year.
4. Business and Operations Review
Total Operating income increased by 14.5% to Rs. 15,575.64
lakhs during the financial year 2022-23 from Rs. 13,607.28 lakhs in the
previous year.
Your Company has earned Profit after tax of Rs. 2668.84 lakhs for
the financial year 2022-23 higher than Rs. 2,372.58 lakhs achieved during the
previous year.
5. Information On State Of Companys Affairs
Information on operational and financial performance etc., is provided
in the Management Discussion and Analysis Report, which is annexed to the Directors
Report and has been prepared inter-alia in compliance with the terms of SEBI (LODR)
Regulations, 2015.
6. Statement in respect of adequacy of internal financial controls with
reference to the Financial Statements
The Company has an Internal Control System commensurate with the size,
scale and complexity of its operations. To maintain independence of the Internal Audit
function, the Internal Auditor reports to the Chairman of the Audit Committee.
The Internal Audit Team along with the Process Team monitors and
evaluates the efficacy and adequacy of internal control systems in the Company, its
compliance with operating systems, accounting procedures and policies of the Company.
Based on the report of internal audit, corrective actions in the respective areas are
undertaken and controls strengthened. Significant audit observations and corrective
actions thereon are reported to the Audit Committee of the Board.
7. Disclosure of particulars of loans/advances/investments outstanding
during the Financial Year
The Company has not given any loans and advances to any other body
corporate and associates as specified under Section 186 of the Companies Act, 2013 during
the financial year 2022-23.
The details of the investments made by the Company and guarantees
provided by the Company are given in the notes to the financial statements.
8. Deposits
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding as on the date of
the balance sheet.
9. Statutory Auditors
Section 139 of the Companies Act, 2013 provided for the appointment of
Statutory Auditors for a period of five years and hence M/s Deloitte Haskins & Sells,
Chartered Accountants (Registration No.008072S), Chennai were appointed as the Statutory
Auditors of the Company in the Annual General Meeting of the Company held on 26th
September, 2019 for a period till the conclusion of the Forty First Annual General
Meeting.
Accordingly, M/s. Deloitte Haskins & Sells will continue as
Statutory Auditors of the Company till the financial year 2023-24.
10. The details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and companys
operations in future
There are no significant and material orders passed by the regulators
or courts or tribunals that may have an impact for the company as a going concern and /or
companys operations.
Further no application against the Company has been filed or is pending
under the Insolvency and Bankruptcy Code 2016. The Company has not done any one time
settlement with any Bank or Financial Institutions
11. Closure of Register of Members and Share Transfer Books
The Register of Members and Share Transfer Books of the company will be
closed suitably prior to holding Annual General Meeting.
12. The Board observed that there are no qualifications or reservations
or adverse remarks by the Statutory Auditors as well as by the Secretarial Auditor in
their reports.
13. Share Capital
The Company has not issued any equity shares with differential rights,
sweat equity shares, employee stock options or employee stock purchase scheme. No shares
have been transferred to Suspense account in terms of Regulation 39 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. As at the end of the financial
year the Companys Authorized Equity Share Capital stands at Rs. 2500 lakhs and paid-up
Equity Share Capital stands at Rs. 1630.85 Lakhs consisting of 1630.85 lakhs fully paid up
Equity Shares of Re. 1 each.
14. Corporate Governance
Your Company has been complying with the provisions of Corporate
Governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
A separate report on Corporate Governance along with Practicing Company
Secretarys certificate on compliance of the Corporate Governance norms as stipulated in
Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Management Discussion & Analysis report are
provided elsewhere in this Annual Report.
15. Particulars of Employees
In accordance with the provisions of Section 197 (12) of the Companies
Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the name and other particulars of employees are to be
set out in the Annexure - 4 forming part of the Annual Report (Boards Report).
However as per provisions of Sec 136(1) Companies Act, 2013 read with relevant proviso of
the Companies Act, 2013, the Annual Report (Boards Report) is being sent to Members
excluding the information relating to 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The said information is available for
inspection at the Registered Office of the Company. Any member interested in obtaining
such particulars may write to the Company and the same will be furnished.
16. Business Responsibility & Sustainability Reporting
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business Responsibility & Sustainability Report
for the year 2022-23 describing the initiatives taken by the Company towards Environment,
Social and Governance (ESG) parameters & the performance against the nine principles
of the National Guidelines on Responsible Business Conduct (NGBRCs).in the prescribed
format is provided elsewhere in this report.
17. Details of Holding, Subsidiaries, Associate/JV Companies:
The Company is a subsidiary of Sri Kauvery Medical Care (India)
Limited, which holds 75% of shares in the Company. The Company does not have any
subsidiary, Associate or Joint Venture Companies.
18. Transfer to Investor Education and Protection Fund
As required under the provisions of Section 124 of the Companies Act,
2013 and other applicable provisions of the Companies Act, 2013, dividends that remain
unpaid/unclaimed for a period of seven years, are to be transferred to the account
administered by the Central Government viz., Investor Education and Protection Fund
("IEPF").There are no amounts which remain unpaid/unclaimed for a period of
seven years and hence no amount has been transferred to "IEPF".
19. Copy of Annual Return
The duly certified copy of Annual Return for the Financial Year ended
31st March 2023, as prescribed under Section 92 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 shall be placed on the website of the company
http://www.kauveryhospital.com/investors# after the Annual General Meeting is held.
20. Conservation of energy, technology absorption, foreign exchange
earnings and outgo:
The particulars required to be given as per Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as under:
i. Conservation of energy-
Though the nature of the business of the company is such that the
consumption of energy is not significant when compared to the overall cost of operations,
the company takes all efforts to conserve energy and carries out periodical energy audits.
ii. Technology absorption-
The Company is currently in the process of updating the technology in
various fields of equipment. Within the limitations, everything possible was done to
acquire, improve and update the technology.
iii. Foreign Exchange Earnings and Outgo
| S. No. Particulars |
2022-23 |
2021-22 |
| 1. Foreign Exchange Earned |
Nil |
Nil |
| 2. Foreign Exchange outgo |
Rs. 10.23 Lakhs |
Nil |
21. Corporate Social Responsibility
Corporate Social Responsibility (CSR) is an initiative brought in by
the Ministry of Corporate Affairs whereby every company having net worth of rupees 500
Crores or more, or turnover of rupees 1000 Crores or more or a net profit of rupees 5
Crores or more during the immediately preceeding financial year is mandated to serve the
society by contributing at least 2% of the average net profits of the Company made during
the three immediately preceeding financial years in various CSR activities as defined in
Schedule VII of the Companies Act, 2013.
Further, in terms of the CSR Rules, the CFO has certified to CSR
Committee that the funds disbursed for CSR have been used, for the purpose and in the
manner approved by the Board for financial year 2022- 2023.
The Company has duly constituted a Corporate Social Responsibility
Committee as required under Section 135 (1) of the Companies Act, 2013 and the relevant
rules made thereunder and the Board has approved a policy on Corporate Social
Responsibility which is available in the website of the Company at
http://www.kauveryhospital.com/investors#.
The Annual Report on your Companys CSR activities is appended as Annexure-3
to the Boards Report.
22. Directors and Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
the Board of Directors is duly constituted. The Directors and Key Managerial Personnel as
on date of this report are:
| S.No. Name of the Director/KMP |
DIN/PAN |
Designation |
| 1 Sundararaj Chandrakumar |
01867847 |
Executive Chairman (Whole-Time Director) |
| 2 Selvaraj Manivannan |
00910804 |
Managing Director |
| 3 Duraisamy Senguttuvan |
01867900 |
Whole-Time Director |
| 4 Thirunavukkarasu Senthil Kumar |
01742558 |
Non-Executive Non-Independent Director |
| 5 Krishnamoorthy Arunachalam |
00386122 |
Independent Director |
| 6 Natarajan Bala Baskar |
00469656 |
Independent Director |
| 7 Chenthilkumar Sathasivam |
02621693 |
Independent Director |
| 8 Narayanasami Jeyanthei |
07143462 |
Independent Director |
| 9 Anandababu Kumaraswamy |
AETPA9622D |
Chief Financial Officer |
| 10 Sushma K |
FJMPS6815P |
Company Secretary & Compliance Officer |
During the year under review, following changes occurred in the
composition of the Board of Directors and KMP:
| S.No. Name of the Director/KMP |
DIN |
Designation |
Effective Date |
Nature of Change |
| 1 Narayanasami Jeyanthei |
07143462 |
Independent Director |
30/08/2023 |
Re-appointment as Independent Director for
Second Term |
| 2 Yasotha Benazir N |
NA |
Company Secretary & Compliance Officer |
15/06/2022 |
Cessation |
| 3 Sushma K |
NA |
Company Secretary & Compliance Officer |
15/06/2022 |
Appointment |
Pursuant to the provisions of the Companies Act, 2013 and rules made
thereunder, Dr. T Senthil Kumar, Director of the Company retires by rotation and being
eligible, offers himself for re-appointment in the ensuing Annual General Meeting.
Details of the composition of the Board and that of various Committees
of the Board as at the end of the FY 2022-23 are provided in the Corporate Governance
Report annexed to the Boards Report.
23. Declaration given by Independent Directors
All the Independent Directors of the Company have given their
declaration under Section 149 (7) of the Companies Act, 2013, confirming that they are in
compliance with the criteria as laid down in the said Section for being an Independent
Director of the Company. Further, there has been no change in the circumstances which may
affect their status as Independent Director during the year.
The Statement of Declarations from Independent Directors that they meet
the criteria of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 and the relevant rules and Regulation 16(1)(b) of SEBI (LODR)
Regulations, 2015 has been obtained from the Independent Directors and the Board has taken
on record the same.
All the IDs have registered with the databank of Independent Directors
developed by the Indian Institute of Corporate Affairs in accordance with the provisions
of Section 150 of the Act, 2013 and obtained ID registration certificate. Further the
Independent Directors have also declared that in the event of expiry of their registration
with the Data bank, they shall take the necessary steps to renew their registration in
accordance with the relevant rules of Companies Act 2013.
24. Policy on Directors Appointment and Remuneration including
criteria for determining qualifications, positive attributes, independence of director
The Board has, on the recommendation of the Nomination &
Remuneration Committee, framed a policy for the selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is stated in the
Corporate Governance Report.
25. Particulars of contracts or arrangements with related parties
During the financial year 2022-23 the contracts and arrangements
entered by the Company with related parties were on an "arms length" basis and
in the ordinary course of business. 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 interests of the
Company at large.
The policy on dealing with Related Party Transactions as approved by
the Board is uploaded on the Companys website.
The details of contracts or arrangements with related parties entered
during the year are given in a separate report as Annexure-1.
26. Risk Management
The Company approaches Risk Management by identification, assessment,
monitoring and mitigation of various risks that the company may face in its business. The
Companys enterprise Risk Management approaches, identifies and categorizes the major
risks relating to Operations and Finance. The Companys objective is to achieve a balance
between acceptable levels of risk and reward in effectively managing its Operational,
Financial, Business and other risks which is carried out through the Audit committee which
meets at periodic intervals.
27. Reporting of Frauds
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and / or Board under
Section 143(12) of Act and Rules framed thereunder.
28. Secretarial Audit Report
Pursuant to Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Alagar & Associates, Practicing Company Secretary as the Secretarial
Auditors of the Company in the Board Meeting held on 14th February 2023, for the FY
2022-23. The Secretarial Audit Report issued by the Companys Secretarial Auditor M/s.
Alagar & Associates is annexed and forms part of this Report in Annexure-2. The
report does not contain any qualification.
29. Number of meetings of Board
The details of the number of meetings of the Board of Directors are
included as a part of Corporate Governance Report. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
30. Composition of Audit Committee
The Audit Committee of the Company has been constituted in accordance
with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details
of the Audit Committee are included as a part of Corporate Governance Report.
31. Details of establishment of vigil mechanism
The Company has formulated and adopted a vigil mechanism for employees
to report genuine concerns to the Chairman of the Audit Committee. The policy provides
opportunities for employees to access in good faith, the Audit Committee, if they observe
unethical and improper practices. The Whistle Blower policy of the Company is available in
the website of the Company. The link for the same is
http://www.kauveryhospital.com/investors#.
32. Prevention of Insider Trading
The Company has adopted a code for prevention of insider trading with a
view to regulate trading and securities by the Directors and designated employees of the
Company. The code requires pre-clearance for dealing in the Companys securities and
prohibits the purchase or sale of Companys Securities while in possession of unpublished
price sensitive information and during the period when the trading window is closed.
The company maintains a structured digital database called
"Vigilant" software wherein the details of all the designated persons are being
captured in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
33. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, and the
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors of the Company has completed a formal evaluation of their
performance and that of its Committees and individual directors.
34. Separate Meeting of Independent Directors
The Independent Directors of the Company had met during the financial
year to review the performance of the Non- Independent Directors, Chairman (after taking
into account the views of Executive and Non-Executive Directors of the Company) and Board
as a whole and also the access, quality, quantity and timeliness of the flow of
information between the Companys management and the Board.
During the Financial Year under review the Independent Directors met on
31st January, 2023 and all the Independent Directors attended the Meeting
without the presence of the Non-Independent Directors and the members of the management.
35. Listing fees:
The Company confirms that it has paid the Annual Listing Fees for the
year 2022-23 to Bombay Stock Exchange where the companys shares are listed.
36. Disclosures under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013:
The Company has in place a Policy on prevention of Sexual Harassment,
in accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this
policy. The Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH).
The company had not received any Complaints under Sexual Harassment of
Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 during the financial
year 2022-23.
37. Directors Responsibility Statement as required under Section
134 (5) of the Companies Act, 2013
In terms of provisions of Section 134(5) of the Companies Act, 2013,
your Directors confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures.
(ii) the directors had 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 at the end of the
financial year and of the profit of the company for that period.
(iii) the directors had taken 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.
(iv) the directors had prepared the annual accounts on a going concern
basis.
(v) the directors, had laid down internal financial controls and such
internal financial controls are adequate and were operating effectively.
(vi) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
38. Material changes and commitments affecting financial position
between the end of the financial year and the date of the report
There is no change in the nature of business of the Company during the
year. There are no material changes and commitments in the business operations of the
Company since the close of the financial year on 31st March, 2023 to the date of this
report.
39. Familiarization Programme for Independent Directors:
The Board members are provided with necessary documents, reports and
internal policies to enable them to familiarize with the Companys procedures and
practices. The details of such familiarization programmes for the Independent Directors
are posted on the website of the Company.
40. Applicability of maintenance of Cost Records as Specified by the
Central Government
As per Section 148(1) of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014,Company is maintaining Cost Records as
specified by the Central Government.
On account of the casual vacancy of the erstwhile Cost Auditor of the
Company M/s Thanigaimani & Associates, Chennai who was appointed for FY 22-23, the
Company on the recommendations of the Audit Committee had appointed M/s G Sugumar &
Co. (Firm Registration No. 102522), Chennai as the Cost Auditors of the Company for
Financial Year 2022-23.Pursuant to the provisions of the Companies Act, 2013 and rules
made thereunder, the remuneration payable to the Cost Auditors for the FY 2022-23 requires
ratification of the shareholders and the same is hereby proposed for ratification in the
ensuing Annual General Meeting.
41. Secretarial Standards
The Company has complied with the applicable Secretarial Standards as
amended from time to time.
42. Acknowledgments
We thank the various Government Agencies and Banks for their continued
support and co-operation to the Company. We place on record our appreciation of the
contribution made by our employees, consultants and officers of the Company during the
year under report.
|
For and on behalf of the
Board of Directors |
|
sd/- |
sd/- |
| Place: Chennai |
Dr S Manivannan |
Dr S Chandrakumar |
| Date: May 29, 2023 |
DIN: 00910804 |
DIN: 01867847 |
|
Managing Director |
Executive Chairman (Whole-Time) |
+91-9892691696
