Lotus Eye Hospital & Institute Ltd Management Discussions.

INDIAN ECONOMY: 2021- 2022

Indian economy estimated to grow by 9.2 percent in real terms in 2021-22 (as per first advanced estimates) subsequent to a contraction of 7.3 percent in 2020-21. However, GDP growth at actuals for 2021-22 stood at 8.7%. The GDP is projected to grow by 8-8.5 percent in real terms in 2022-23. The Foreign Exchange Reserves crossed US$ 600 billion in the first half of 2021-22 and touched US $ 633.6 billion as of December 31, 2021. The government?s supply side reforms are preparing economy for sustained long term expansion. The pandemic has receded and the third wave was not devastative as compared to the second wave and with the vaccination rate picking up the fear of pandemic has loosened from the minds of the population. With the economic activity picking up compared to last 2 financial years Indian economy is poised for a sustainable growth in 2022-23

Predicted future (in spite of slow down)

With the thrust being increasingly laid on Atma Nirbhar Bharat the idea is to enhance self- sufficiency. The government is investing heavily in health infrastructure subsequent to pandemic. The main area of concern is the Russia-Ukraine war which has affected the crude oil prices. India being one of the largest consumers of Crude oil in the world this can increase the Current account deficit. Inflation too is a source of concern and RBI has been hawkish in its stand when it comes to inflation targeting but still the wholesale price inflation is in double figures for the month of March 2022.

Overall the growth outlook is positive with macro-economic risks surrounding the same

Eye care 2021 2022

The outlook for the eye care is positive and shall witness higher growth being in service sector

Global Industry Structure and Development:

The global "vision care market size" is expected to reach USD 192.85 billion by 2026, exhibiting a CAGR of 5.6% during the forecast period. Increasing awareness regarding ocular diseases in emerging nations is expected to aid the growth of the market. The increasing adoption of vision care products will boost the vision care market growth in the forthcoming year. In addition, the growing cases of cataracts will create growth opportunities for the market. For instance, according to the World Health Organization, 51% of the world?s blindness is caused by cataracts. In addition, the increasing risks of cataract incidence predominantly in developing countries will fuel demand for vision care.

Eye care products like lenses might become cheaper. With increase in life expectancy it is likely that population will have more old people. This would make it necessary to carry out more cataract and other eye treatments.

So overall, the eye care demand would grow. The profession and business of organized eye care would have a large need and necessity.

Public participated companies like ours with organized structure, delivering both basic and advanced eye care in many cities with a brand name, would help the patient very significantly and earn money for the investor very ethically.

This was the general economic, health care economic and eye care related economic scene in 2021 2022.

Our financial performance

Our general performance financially was better than 2020-21 in revenue and profit margin. On analysis of this we plan to concentrate on reducing the expenses and losses and improving the profitability. The most important part is that investors do not carry any risk due to non-existence of debt

Segment wise or product-wise performance

Your Company operates in only one segment i.e. Eye Care and Related Activities.

Risk and Concerns

1. Competitors

There are large numbers of private practitioners in ophthalmology with their own ophthalmic diagnosis and treatment equipment. There are a few with small hospitals with more advanced equipment?s.Apart from these there are large ophthalmic hospitals both philanthropic and run as commercial business entities.

Your company can counter this challenge by providing focused eye care delivery and by deploying the state of the art equipments backed by panel of expert doctors.

2. COVID 19

The Covid-19 infections has actually fallen with recovery rate being more than 98% the tension of escalating spread is minimized. The immunity of the population has increased as compared to the first wave as people are not getting infected that easily. The rate of vaccination also contributed in stopping the spread of infection. The fear against the virus in general has reduced.

The economic growth has accelerated as there were no lockdowns imposed by the state affecting the economic activity during the Financial year 2021-22

3. Profitable and Proficient optimal use of Latest Technologies and Trends.

The biggest task of any organization is to harness the technological advancement taking place at every nanosecond and cultivate the same in such a manner that produces profitability for the organization and maximizes the shareholders wealth simultaneously. We are aware of this and plan to improve.

4. Health Status Issues

The difference between rural and urban indicators of health status and the wide interstate disparity in health status are well known. Clearly the urban rural differentials are substantial and clearly impact the spending power and in turn the variety of high end options made available to them.

We plan to organize our centers with this fact in mind.

Future of Ophthalmology

Future of ophthalmology health care is very bright .

Occurrence of cataract has not come down

Diabetes is increasing

Hypertension is increasing

There is no major change in the mindset of young people they, would like to be lens free

The following will be our future plans

a. Implementing innovative modes to generate revenues b. COVID free treatment c. Efficient analysis of future requirements d. Insistence on latest and cutting edge technology at all hospitals.

Our Edge

Our edge lies in our investment in modern equipment, and excellent experienced consultants in all our centers, presence in many districts and COVID free, personal care.

Internal control systems and their adequacy

Your company has established internal control systems to ensure optimum use in protecting its resources and ensuring adherence to its policies, procedures and statutes. There is proper and adequate system of internal control for the company and its branches. The company has appointed Internal Auditor to review the adequacy of the internal control systems, procedures and policies. The internal auditor evaluates the adequacy of the internal control systems by testing the control mechanism and gives their recommendations to the management. The Internal Auditor submits his report to the Audit Committee of the Board.

Discussion on financial performance with respect to operational performance

Financial performance with respect to operational performance has been dealt with in the Directors? Report which should be treated as forming part of this Management Discussion and Analysis Report.

Material developments in Human Resources / Industrial Relations front, including number of people employed

There were 310 numbers of permanent employees on the rolls of the Company as on 31.03.2022. During the year under review your company enjoyed cordial relationship with the employees at all levels.

Cautionary Statement

The Management Discussion and Analysis Report contains forward looking statements based upon the data available with the Company, assumptions with regard to global economic conditions, the government policies etc. Actual results might differ materially from those either expressed or implied.

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

Lotus Eye Hospital and Institute Limited [CIN: L85110TZ1997PLC007783] SF No.770/12, Avanashi Road, Civil Aerodrome Post, Coimbatore 641 014

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Lotus Eye Hospital and Institute Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the Audit period covering the Financial Year ended 31st March, 2022, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period ended 31st March, 2022 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 (SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 [Not applicable as the Company has not issued any security during the Financial Year under review];

d. The Securities and Exchange Board of India (Share based Employee benefits) Regulations, 2014 [Not applicable as the Company does not have any Scheme for share based employee benefits during the Financial Year under review];

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 [Not applicable as the Company has not issued and listed any debt securities during the Financial Year under review];

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client [Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the Financial Year under review];

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 [Not applicable as the Equity Shares of the Company have not been delisted during the Financial Year under review];

h. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 [Not applicable as the Company has not bought back / proposed to buy back any of its securities during the Financial Year under review]

i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

I have relied on the representation made by the Company and its officers, relating to systems and mechanisms framed by the Company, for ensuring compliance with the other Laws and Regulations as applicable to the Company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards wherever applicable except the following in respect of

A. SEBI (LODR) Regulations, 2015

1. Justification for appointment or continuing the appointment of Mr. S Natesan beyond the age of 75 Years is not provided in the Explanatory Statement annexed to the Notice sent to the Members of the Company for the 24th Annual General Meeting held on 17th September, 2021 as per Reg 17 (1A).

2. Corporate Governance Report for the Quarterly Periods ended on 30th September, 2021 and 31st December, 2021 was filed on 25th February, 2022 and 27th January, 2022 respectively which is beyond the due date provided under Reg 27 (2) (a).

3. 200 Shares held by two promoters of the Company which is not as per Reg 31 (2) which requires that the listed entity shall ensure that hundred percent of shareholding of promoter(s) and promoter group is in dematerialized form and the same is maintained on a continuous basis.

B. SEBI (SAST), Regulations,2011

1. Non-Reporting of acquisition of Shares of the Company made by Mr. S

Rajkumar and Ms. Sangeetha S pursuant to transmission of Shares in the name of Mr. Kaliannagounder Sundaramoorthy on 08/12/2021 pursuant to exemption provided for in the said Regulation.

C. SEBI (PIT) Regulations, 2015

1. A structured database is not maintained by the Company to record the details of persons handling unpublished price sensitive information as required under Reg 3 (5).

D. Companies Act, 2013 and Secretarial Standards

1. Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Boards report as required under section 92 (3). The Company has uploaded MGT9 instead of MGT 7.

2. One of the Promoter/Director DIN status shows Deactivated due to non-filing of DIR-3 Web KYC.

3. Board resolutions passed in the Board meeting held on 30.06.2021 has not been filed with Registrar of Companies as required under section 117 of the Companies Act,2013.

4. Statutory Registers are not updated/ maintained as per the Companies Act, 2013.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate Notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

I am informed that there were no dissenting members, on any of the matters, discussed at the Board Meetings during the Financial Year under review, whose views were required to be captured and recorded as part of the minutes.

I further report that based on the information provided by the Company, its officers and authorized representatives during the conduct of the audit and on the review of the quarterly compliance reports submitted by the respective department heads and the Company Secretary which is taken on record by the Board of Directors at their meeting(s), I am of the opinion that Compliance of the Companies Act, Secretarial Standards, SEBI ( LODR) etc., are needed to be improved with the size and operations of the Company to monitor and ensure proper compliance with applicable laws, rules, regulations and guidelines.

I further report that during the period covered under the Audit, the Company has not made any specific events / actions having a major bearing on the Companys affairs in pursuance of laws, rules, regulations and guidelines referred to above.

P. ESWARAMOORTHY AND COMPANY
Company Secretaries
Place: Coimbatore
Date: 25.052022
UDIN: F006510D000388793
Peer review Cert. No.933/2020
P. Eswaramoorthy
Proprietor
FCS No.: 6510, CP No.: 7069