Dear Members,
Your Directors are pleased to present the Twenty Fifth Annual Report and the Companys
audited financial statement for the financial year ended March 31, 2016.
FINANCIAL RESULTS
The Companys financial performance, for the year ended March 31, 2016 is summarized
below:
| PARTICULARS |
2015-16 |
2014-15 |
| Gross Income (including other income) |
31640400 |
62233740 |
| Profit before interest and depreciation |
4301303 |
4203483 |
| Less: Interest and financial charges |
58641 |
51527 |
| Profit Before depreciation |
4359944 |
4151956 |
| Less: Depreciation and amortization |
3412347 |
3412347 |
| Profit before tax |
830315 |
739609 |
| Provision for tax (including Deferred Tax ) |
(272461) |
(501453) |
| Profit after tax |
1096109 |
1241063 |
| Net Profit for the year |
1096109 |
1241063 |
RESULTS OF OPERATIONS AND THE STATE OFCOMPANYS AFFAIRS
The highlights of the Companys performance are asunder:
| Revenue from operations |
Rs. 31640400 |
| Profit before Tax Increased by |
Rs. 90706 |
| Net Profit Decreased by |
Rs. 144954 |
Reserves
The Company is not proposing to transfer any amount to the General Reserves of the
Company out of the profits made during the year. The total Reserves & Surplus
(including capital reserves, securities premium Reserves, General Reserves and P&L
Account accumulated) as on 31st March 2016 is Rs. 734987846 as against the Paid-up capital
of Rs. 837596000
Dividend
The Board of Director of your company, keeping in view the financial positions of the
company, has not recommended any Dividend For the Financial year 2015-16
Management Discussion and Analysis Statement
Management Discussion and Analysis Report, pursuant to Regulation 34 of the SEBI(LODR)
Regulations, 2015 forms part of this Report and is annexed hereto.
Transfer to the Investor Education and Protection Fund
In terms of Section 125 of the Companies Act, 2013, no amount is required to transfer
to the Investor Education and Protection fund (IEPF) established by the Central Government
during the Financial year.
Subsidiaries, Joint Ventures and Associate Companies The Company does not have any
subsidiaries or joint ventures.
Consolidated Financial Statements
The company does not have any subsidiaries or joint ventures, hence only standalone
Financial Statements are provided to the shareholders of the company.
Directors Responsibility Statement;
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, with
respect to Directors Responsibility Statement, Your Directors hereby confirmed that:
(a) in the preparation of the annual accounts for the year ended March 31, 2016, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgements 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 March 31, 2016 and of the profit of
the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. The report on Corporate
Governance as stipulated under the Listing Agreement forms an integral part of this
Report. The requisite certificate from the Auditors of the Company confirming compliance
with the conditions of corporate governance is attached to the report on Corporate
Governance.
DIRECTORS
In accordance with the requirements of the Companies Act, 2013 Mr. Vinay Madhukar
Ganuand Mr. Rajaram Arjun Rambade, Director of the Company is liable to retire by rotation
at the Annual General Meeting and, being eligible, offer themselves for reappointment at
the ensuring Annual General Meeting.
Brief resume of the Director proposed to be reappointed, nature of their expertise in
specific functional areas, names of the companies in which they hold directorships and
relationships between directors interse, as per SEBI(LODR) Regulations 2015, are provided
in the Report on Corporate Governance.
During the Financial Year Mr. Vijay Kumar Alphonse Pudota (DIN 02329683) are introduced
in to the board w.e.f. 07th March 2016 & SLM CHOWDARY PALEMPATI (DIN
03505476) Resigned w.e.f. 07th March 2016 and Mr. Surendra Naidu Rayapati (DIN
00084084) resigned w.e.f. 28th March 2016.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of
audit firms, and based on the recommendation of the Audit Committee, the Board has at its
meeting held on 30th May 2015 recommended the appointment of M/s. D P Agarwal & Co.,
Chartered Accountants, as the Statutory Auditors of the Company to hold office from
conclusion of this Annual General Meeting to the Conclusion of the 28th Annual
General Meeting to be held in 2019. M/s. D P Agarwal & Co., Chartered Accountants,
have confirmed that the appointment, if made, would be within the prescribed limits under
Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s. D P Agarwal
& Co., Chartered Accountants, Hyderabad, as the Statutory Auditors, is being proposed
as an Ordinary Resolution.
SECRETARIAL AUDITOR
The Board has appointed M/s Putcha Sharada, Practicing Company Secretary, to conduct
Secretarial Audit for the FY 2015-16. The Secretarial Audit Report for the financial year
ended March 31, 2016 is annexed herewith marked as Annexure I to this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go:
Information under Section 134 (1) (m) of the Companies Act, 2013 Read with Companies
(Accounts) Rules, 2014
A. CONSERVATION OF ENERGY:
i. The Operations of the Company require extensive use of power and the company is
supplementing its power requirement by use of generators installed in the Factory.
ii. The Company has not made any additional investments and has not proposed any amount
for reduction of consumption of energy.
iii. There is no impact of the measures at (i) and (ii) above for reduction of energy
consumption and consequent impact on the cost of production of goods.
iv. Disclosure under Form A is not applicable to the Company.
B. TECHNOLOGY ABSORPTION:
(Disclosure of particulars with respect to technology Absorption)
i) Research and Development (R & D):
| Specific areas in which R & D carried out by the Company |
NIL |
| Benefits derived as a result of the above |
NIL |
| Future plan of action |
NIL |
| Expenditure on R & D : |
NIL |
| ii) Technology absorption, adaptation and innovation |
NIL |
C. Foreign Exchange earnings and outgo
Foreign Exchange Inwards - Nil Foreign Exchange outgo towards: Nil
FIXED DEPOSITS
Your Company has not accepted any deposits covered by the provisions of Section 73 of
the Companies Act, 2013 and the Rules framed there under.
INDUSTRIAL RELATIONS
Your Directors are happy to report that the Industrial Relations have been extremely
cordial at all levels throughout the year. Your Directors record their appreciation for
sincere efforts, support and co-operation of all employees being extended from time to
time to accelerate the growth of the Company.
DISCLOSURES Audit Committee
The Audit Committee comprises majority Independent Directors namely Mr. Surendra Naidu
Rayapati, Mr. Thakur Ramesh Singh Chouhan and Mr. Solomon Daniel Bondugulaas other
members. All the recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism
The Company has a Vigil mechanism and Whistle blower policy in terms of the Listing
Agreement, under which the employees are free to report violations of applicable laws and
regulations and the Code of Conduct. Protected disclosures can be made by a whistle blower
through a dedicated e-mail, or a letter to the Chairman of the Audit Committee.
Meetings of the Board
Six meetings of the Board of Directors were held during the year under review. For
further details, please refer report on Corporate Governance of this Annual Report.
Code of Conduct
A declaration regarding compliance with the code of conduct signed by the Companys
Managing Director is published in the Corporate Governance Report which forms part of the
annual report.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
under Section 186 of the Companies Act, 2013
Particulars of loans given, investments made, guarantees given and securities provided
are provided in the standalone financial statement
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure II to this
Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is as follows:
The percentage of increase in remuneration of each Director, Chief Financial Officer
and Company Secretary during the financial year 2015-16, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial year
2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against
the performance of the Company are as under:
| Sl. |
Name of Director/KMP and Designation |
Remunerati on of Director/ KMP for financial year 201516 (Rs. in
lakhs) |
% increase in Remuneration in the Financial year 2015-16 |
Ratio of remuneration of each Director/to median remuneration of
employees |
Comparison of the Remuneration of the KMP against the performance of the Company. |
|
NIL |
|
During the period under review, no employee of the Company is employed throughout the
financial year and in receipt of Rs.60 lakhs or more, or employed for part of the year and
in receipt of Rs.5 lakhs or more a month, under Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
ii) The median remuneration of employees of the Company during the financial year was
Rs. 27,275 p.m;
iii) In the financial year, there was increase of **% in the median remuneration of
employees;
iv) There were 2 employees on the rolls of Company as on March 31, 2016
v) Relationship between average increase in remuneration and company performance: - The
Profit before tax for the financial year ended March 31, 2016 decreased whereas the median
remuneration was the same as last year
vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the
performance of the Company:
The total remuneration of Key Managerial Personnel was NIL whereas the Profit before
tax was Rs. 8,30,315 lakhs in 2015-16.
viii) Average percentage decrease made in the salaries of employees other than the
managerial personnel in the last financial year i.e. 2015-16 was 16.85% whereas the
managerial remuneration for the same financial year was the same as last year
ix) The key parameters for any variable component of remuneration availed by the
directors: Not applicable
x) The ratio of the remuneration of the highest paid director to that of the employees
who are not directors but received remuneration in excess of the highest paid director
during the year - Not Applicable; and
xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
for Directors, Key Managerial Personnel and other Employees.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOP referred to in this Report.
4. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
Appreciation and Acknowledgements
Your Directors wish to place on record their gratitude to the Companys shareholders,
customers, vendors and bankers for their continued support to KNRCLs growth initiatives
Your Directors also wish to place on record, their appreciation of the contribution made
by employees at all levels, who through their competence, sincerity, hard work, solidarity
and dedicated support, have enabled your Company to make rapid strides in its business
initiatives Your Directors also thank the Central and State Governments and their various
agencies, particularly, the National Highway Authority of India and other Governmental
agencies for extending their support during the year, and look forward to their continued
support.
|
For and on behalf of the Board of Directors of Secunderabad Healthcare Limited |
| Sd/- |
Sd/- |
| Solomon Daniel Bondugula |
Rajaram Arjun Rambade |
| Managing Director |
Executive Director |
| (DIN : 01409445) |
(DIN: 02831029) |
|
|
| Place: Hyderabad |
|
| Date: 06th September 2016 |
|
+91-9892691696
