Lotus Eye Hospital & Institute Ltd Directors Report.

Dear Shareholders,

Your directors have pleasure in presenting the 25th Annual Report of your Company together with the audited accounts for the year ended 31st March 2022.

FINANCIAL RESULTS

PARTICULARS 31.03.2022 31.03.2021
(Current year) (Previous year)
Income from Operations and other income 3,979.57 3311.15
Less: Expenses 3,569.22 3120.04
Add/Less: Exceptional Items (1.00) 8.11
Profit /(Loss) before Tax 409.35 199.22
Less: Provision for Taxes:
Current tax 108.57 46.96
Deferred Tax 2.34 (4.53)
Profit / (Loss) after tax 298.44 156.80

The Income from operations has raised substantially in comparison to the last financial year. The ill-effects of pandemic have subsided which has taken away the fear of patients to visit the hospital. All the 7 branches of the hospital are seeing business rise up in a secular way, This has resulted in increase of Net profit in comparison to the previous financial year

DIVIDEND:

The company declared a final dividend of Rs 0.50 in the Annual General Meeting held on17th September 2021.

SHARE CAPITAL:

The Paid up equity share capital as on 31st March, 2022 was 2,079.63 Lakhs. During the year under review, the Company has not issued any securities.

FINANCE:

Cash and cash equivalents as at 31st March, 2022 was 378.89 Lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters which are kept under strict check through continuous monitoring.

DEPOSITS:

During the year under review, your company has not accepted any deposits from public covered under Sections 73 to76 or any other relevant provisions of the Companies Act 2013 and rules framed there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by the company is given in the notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITIES:

Your company does not fall within the bracket as prescribed by Section 135 of the Companies Act, 2013 and rules framed there under. Hence this clause is not applicable.

DIRECTORS:

Directors retiring by rotation:

Ms. Kavetha Sundaramoorthy (DIN:2050806), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Information regarding the Directors seeking appointment / re-appointment:

Resume and other information regarding the Directors seeking appointment /reappointment as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 has been given in the Notice convening the ensuing Annual General Meeting.

Declaration by Independent Directors:

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In opinion of the Board with Independent Directors possess integrity, expertise and experience (including the proficiency).

FAMILIARISATION PROGRAMME:

Your Company has adopted a policy on Familiarization programme of Independent Directors. During the year under review one programme was conducted by the company. Details of such programme for Familiarizationof the Independent Directors are put on the website of the Company at the following web-link: https://www.lotuseye.org/investors.

STATUTORY DISCLOSURE:

None of the Directors of the Company is disqualified as per the applicable provisions of the Act. A certificate in this regard is certified by the Secretarial Auditors is attached with the Corporate Governance Report

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors performance individually as well as evaluation of the working of its Audit Committee and Nomination and Remuneration Committee.

THE CRITERIA FOR PERFORMANCE EVALUATION ARE AS UNDER:

Performance evaluation of board:

Key Parameters: Degree of fulfillment of key responsibilities; Board structure and composition; Establishment and delineation of responsibilities to Committees; Effectiveness of Board processes, information and functioning; Board Culture and Dynamics; Quality of relationship between the Board and the Management; Efficacy of communication with external stakeholders, etc.

Self Assessment of the Performance by Individual Directors (including Independent Director):

Key Parameters: Attendance at meetings; contribution at meetings; independence of judgement; direction / guidance to senior management, etc.

Self Assessment of the Performance by the Board Level Committees:

Key Parameters: Degree of fulfillment of key responsibilities; Adequacy of Committee Composition; Effectiveness of meetings; Committee dynamics; Quality of relationship of the committee with the Board and the management, etc. The independent directors also at their meeting held on 21.03.2022 evaluated the performance of chairman and other non-independent directors on the Board and expressed their satisfaction on the evaluation process. The Directors have expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Policy on Board Diversity and Nomination & Remuneration Policy as recommended by the Nomination & Remuneration Committee has been approved by the Board of Directors. The said policies are annexed to the Board?s Report and are also available on the Company?s website at the following link: https://www.lotuseye.org/investors.

MEETINGS:

During the year under review, four Board Meetings were held,. The details of the same are given in the Corporate Governance Report which forms part of this Report as annexure. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD:

Currently the Company has three Committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders? Relationship Committee. The details of the compositions, terms of reference, meetings, etc., of said Committees are given in the Report on Corporate Governance which forms part of this Report as annexure.

DIRECTORS? RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures

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 and loss of the company for that period

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.

The Directors had prepared the annual accounts on a going concern basis.

The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. 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.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm?s length basis and were in the ordinary course of the business. There was no subsequent material modifications to the existing related party transactions. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, in the absence of any transactions to report in Form AOC-2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the same is not annexed.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There was no significant and material order passed by the Regulators/Courts/Tribunals which would impact the going concern status and Company?s operations in future.

SUBSIDIARY COMPANIES

:

The Company does not have any subsidiary company.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and date of this report.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and designated employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Conduct" which forms an Appendix to the Code. The Code has also been posted on the Company?s website at the following link: https://www.lotuseye.org/investors

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

DIRECTORS

There was no change in the composition of Board of Directors during the financial year 2021-22.

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial Personnel of the Company, their appointment / cessation during the year under review and remuneration are given in the draft Annual Return for the period ending 31st March, 2022 which can be accessed at.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Your Company is committed to developing a culture where it is safe for any Whistle Blower to raise concerns about any poor or unacceptable practice and any event of misconduct. The alleged misconduct may be classified in many ways; namely, violation of a law, rule, regulation and / or a direct threat to public interest, such as health and safety violations and corruption.

Your Company will not tolerate any form of victimization and will take appropriate steps to protect a bona fide whistle blower and shall treat any retaliation as a serious disciplinary offence that merits disciplinary action. The Company will protect the identity of the whistle blower, if so desired, provided that the whistle blower will need to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make complaint directly to the Chairman of the Audit Committee. The said mechanism can also be availed by the Directors of the Company.

‘Whistle Blower Policy? of your Company is available on the website of the Company at the following link: https://www.lotuseye.org/investors

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company?s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The same Code is available in the website of your Company at the following link: https://www.lotuseye.org/investors

All Board of Directors and the designated employees have confirmed compliance with the Code.

AUDITOR?S REPORT:

The were no observations in the Auditors Report and the relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS:

M/s. Anbarasu & Jalapathi, Chartered Accountants are your statutory auditors, who shall hold office till the conclusion of 25th Annual General Meeting. This year the first term comes to end so that their re-appointment is kept for approval by the Members of the company. Their re-appointment has been recommended by the Audit committee and Board of Directors at their respective meetings held on 25.05.2022.

INTERNAL AUDITORS:

CA P Vishnu Adithan, Practicing Chartered Accountant was appointed as the Internal Auditors of the Company for the financial year 2021-22 pursuant to Section 138(1) of the Act. The Internal Auditor has submitted his report to the Audit Committee of the Board.

SECRETARIAL AUDIT/AUDITORS:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. P.Eswaramoorthy (CP No. 7069) Company Secretary in Practice to undertake the Secretarial Audit of the Company.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Company Secretary in Practice has made his observation in Secretarial Audit Report. (MR-3) which is annexed herewith as

"Annexure IV.

COST AUDIT

The applicability of cost audit under section 148 is not applicable

DRAFT ANNUAL RETURN:

The draft annual return shall be available in the company website under the following link

https://www.lotuseye.org/about-us/investors/#1630061317113-8798c95a-0937

BUSINESS RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company?s competitive advantage. As part of the Risk Management framework, the Company reviewed periodically the various risks and finalized the mitigation plans. The identified risk areas were covered by the Internal Audit and major risks were discussed periodically. Your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in:

(a) Overseeing and approving the Company?s enterprise wide risk management framework and processes;

(b) Identifying risks;

(c) Optimizing risk situations; and

(d) Strengthening the risk management system through continuous learning and development.

PARTICULARS OF EMPLOYEES:

Statements containing the details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure I. During the year under review , no complaint /case was filed pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Refer "Annexure II" and

"Annexure III"

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

A) Conservation of Energy:

Steps taken for conservation The operation of the Company being service related requires normal consumption of electricity. The Company is taking every necessary step to reduce the consumption of energy.
Steps taken for utilizing alternate sources of energy Nil
Capital investment on energy conservation equipments In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipments.

B) Technology Absorption:

Efforts made for technology absorption Nil
Benefits derived Nil
Expenditure on Research & Development, if any Nil
Details of technology imported, if any Nil
Year of import Nil
Whether imported technology fully absorbed Nil
Areas where absorption of imported technology has not taken place, if any Nil

C) Foreign Exchange Earnings/ Outgo (Rs. In Lakhs):

Earnings Nil
Outgo Nil

SEXUALHARASSMENTOF WOMENAT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT, 2013

Company has complied with provisions relating to constitution of Internal complaints committee. There were Nil Complaints received during the Financial Year 2021-22

INSOLVENCY AND BANKRUPTCY CODE 2016

There was no application made under the Insolvency and Bankruptcy Code 2016 during the Financial year under purview.

FRAUDS UNDER SECTION 143(12) REPORTED BY STATUTORY AUDITORS

There was no instances of fraud reported during the financial year 2021-22 by the statutory auditors.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

LISTING WITH STOCK EXCHANGES

The company has listed its equity shares in Bombay Stock Exchanges and National Stock Exchanges.

QUALIFICATION ADVERSE REMARKS RESERVATIONS BY AUDITORS IF ANY

There are no Qualification, Adverse Remarks Reservations by statutory Auditors in the Independent Auditors Report and secretarial auditors in the Independent Auditors Report.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

Your Company has put in place, well defined and adequate Internal Control System and Internal Financial Control (IFC) mechanism commensurate with size, scale and complexity of its operations to ensure control of entire business and assets. The functioning of controls is regularly monitored to ensure their efficiency in mitigating risks. A comprehensive internal audit department functions in house to continuously audit and report gaps if any, in the diverse business verticals and statutory compliances applicable.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff at all levels for their continuous cooperation and assistance.

For and on behalf of the Board
(Sd/-)
Ms. Sangeetha Sundaramorthy KS Ramalingam
Managing Director Whole-Time Director
DIN: 01859252 DIN: 01016571
Place: Coimbatore
Date: 25.05.2022