DIRECTORS' REPORT Dear Members Your Directors have the pleasure in presenting the 22nd Annual Report of the company together with Financial Statements fort year ended on 31st March 2015 FUTURE OUTLOOK In View of full occupancy in the Hospital the company had already commenced Its expansion project in the previous year. The work is in full flow and the management is of the view that the new Hospital Building will become operational during the current year DIVIDEND &RESERVES: Keeping in view the requirement of resources for up gradation and of the hospital facilities and the capital intensive expansion project, no dividend has been proposed during the year under review. The Company proposes to transfer Rs 106.83 lacs to reserve and surplus resulting into aggregate reserve and surplus of Rs. 429.45 Lac as against Rs. 250.04 Lac retained in the reserve and surplus during the preceding previous year. SHARE CAPITAL: The paid up equity capital as on March 31, 2015 was Rs.409.84 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. SUBSIDIARY: The company is not having any subsidiary or associate company as on 31.03.2015. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to the provisions contained In Section 134 (5) of the Companies Act 2013. your Directors to the best of their knowledge and belief and according to information and explanations obtained from the management, confirm that: > In the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same; > 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, 2015 and of the loss of the Company for the year ended on that date, > The Directors have taken proper and sufficient care for the maintenance of adequate accounting records m accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities, > The Directors have prepared the Annual Accounts on a going concern basis. > The Directors have laid down proper Internal financial controls to be followed by the Company and such controls are adequate and operating effectively. > 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. FIXED DEPOSITS: No fresh deposits were accepted after April 1. 2014. The Company did not have any unclaimed or overdue deposits as on March 31. 2015. DIRECTORS AND KEY MANAGERIAL PERSONNEL: In accordance with the provisions of Section 152 of The Companies Act. 2013, Dr. V.S. Phull and Mrs. Shalini Sharma Directors are liable to retire by rotation in ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend for their appointment/re-appointment. None of the Directors of your Company b disqualified as per provisions of section 1&4 of the Companies Act, 2013 During the year Dr. S.K. Khatri, one of the founder promoter Director of the company died or 12.11.2014 The company places on record the contribution made by Dr. S.K. Khatri towards the progress of the company The information on the particulars of Directors seeking re-appointments as required under Clause 49 of the Listing Agreement executed with the Stock Exchanges, have been given under Corporate Governance report forming part of this report Dr. VS. Phull. Managing Director, Mr Pankaj Gupta. Company Secretary and Mr. Dnanenora Jain. Chief Financial Officer are the KMPs of the Company as per the provisions of The Companies Act, 2013 A Hoard met five times during the financial year 2014-15, the details of which are given In the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. In accordance with the provisions of Section 134 of the Act and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the performance of Committees of the Board, namely. Audit Committee. Stakeholders Relationship Committee and Nomination and Remuneration Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned in the Corporate Governance Report . The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors. Senior Management and their remuneration and also framed the criteria for determining qualifications, positive attributes and Independence of directors. A hard copy of the Remuneration Policy and criteria for Board nominations may Inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS: As required under Section 149 (7) of the Companies Act 2013. all the Independent Directors have given their respective declarations that 'hey meet the criteria of independence as specified m Section 149 (6] of the Companies Act, 2013. AUDITORS AND AUDITORS REPORT: M/s K.K. Jain & Co., Delhi, the statutory auditors of the company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1)U) of the Act read with Companies {Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(l)(h) of the listing Agreement. There is no observation or Qualification or adverse remark made in the Auditors' Report read together with relevant notes thereon. COST AUDITORS: The company is not required to appoint cost auditor as per Section 148 of the Companies Act, 2013. SECRETARIAL AUDITOR Pursuant to the provisions of Section 204 of the Companies Act. 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. the Company has appointed M/s R.K. Singhal & Associates. Company Secretaries In practice as the Secretarial Auditor to undertake the Secretarial Audit of the Company The Report of the Secretarial Audit is given in Annexure-A to this Report. There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their report. COST AUDITORS: The company is not required to appoint cost auditor as per Section 1«8 of the Companies Act, 2013. SECRETARIAL AUDITOR Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, the Company has appointed M/s R.K. Singhal & Associates, Company Secretaries In practice as the Secretarial Auditor to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is given in Annexure-A to this Report. There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their report. RISK MANAGEMENT As required under Clause 49 of the listing Agreement, the provisions of Clause 49 (VI) (C) as given in Part- B i.e. Constitution of Risk Management Committee shall be applicable to lop 100 listed Companies By market capitalization as at the end of the immediate financial year As the Company not fall under the category of top 100 listed Companies, the Company is not required to constitute a Risk Management Committee. The Company has a mechanism to identify, assess, monitor and mitigate various risks to Its key business objectives Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has adequate Internal Financial Controls with proper checks to ensure that transactions are properly authored, recorded and reported apart from safeguarding its assets These systems are reviewed and improved on a regular basis it has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis The internal auditors "M/s A K. Rana & Associates”, of the Company reviews the controls across the key processes and submits reports periodically to the Management and significant observations are also presented to the Audit Committee for review. Follow up mechanism is In place to monitor the implementation of the various recommendations. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES As the Company does not fall under any of the these hold limits given under section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company. RELATED PARTY TRANSACTIONS All contracts/arrangements/transactions entered into during the financial year with the related parties were on arm's length basis and were in the ordinary course of business. Section 188(1) of the Companies Act. 2013 exempts related party transactions that are in the ordinary course of business and are on arm's length basis. There are no material Related Party Transactions during the year under review that require approval of the shareholders through special resolution. The Board of Directors and the Audit Committee have also approved the all other related party transactions. There are no materially significant related party transactions with the promoters. Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The details of contracts/arrangements with related parties as required to be disclosed in Form-AOC-2 Is not applicable on the Company. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, form part of this Annual Report. DISCLOSURES Committees of the Board During the year in accordance with the Companies Act, 2013 the Board re-constituted/r»-named some of Its Committees and presently the Company has the following Committees: I. Audit Committee II. Nomination and Remuneration Committee III. Stakeholders Relationship Committee The details of all the Committees along with the r composition, terms of reference and meetings held during the year are provided in the "Report on Corporate Governance" forming part of this Annual Report. Vigil Mechanism & Whistle Blower Policy The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company In appropriate or exceptional cases. Details of the Vigil Mechanism policy are made available on the Company's website www.dirlorg.in Conservation of Energy Your company is not covered by the Schedule of industries under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 requiring furnishing of information regarding conservation of energy. However, the company does lay a great deal of emphasis on conservation of energy in all phases of operation. Technology Absorption: Not Applicable Foreign Exchange Earnings and Outgo: a) Foreign exchange Earnings : NIL b) Foreign exchange Outgo : NIL PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: During the financial year 2014 15, the company has neither made any investment nor given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with Rule, S of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the Information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting, if any Member Is interested In obtaining a copy thereof, such Member may write to the Company Secretary In this regard. EXTRACT OF THE ANNUAL RETURN The details of the extract of the Annual Return In Form MGT-9 are given In Annexure-B to this Report. PERSONNEL RELATIONS Your directors hereby place on record their appreciation for the services rendered by the executives, staff and workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the employees and the management continued to remain cordial. CORPORATE GOVERNANCE: The Company has complied with the guidelines prescribed by the Stock Exchanges on Corporate Governance. The Company has constituted Audit Committee, Share Transfer Committee and Investors' Grievances Redressal Committee. The details of compliance made by the Company along-with a certificate from the Auditors and Management Discussion and Analysis are as per Annexure - "C and "D* respectively forming part of this report. LISTING ON STOCK EXCHANGE: The company's securities are listed on The Uttar Pradesh Stock Exchange Association Ltd., Kanpur, The Stock Exchange, Mumbai and The Stock Exchange Association Ltd., Delhi. The company has paid the listing fee for all the stock exchanges for the financial year 2014-15 and has complied with all the requirements of the listing agreement. ACKNOWLEDGEMENT: The Directors wish to place on record their sincere appreciation for the committed and dedicated services of the employees of the Company. The Board also wishes to thank the Doctors. Specialist In Medical Field, Bankers for placing their trust on the Company and encouragement they extend to the Company. The Board places on record their thanks to the shareholders and the patient public for the confidence reposed by them in the Company and their appreciation for the services. " By Order of the Board of Directors Sd/- (Dr. V. S. Phull) Managing Director Sd/- (Mr. Premjit Singh Kashyap) Chairman Place: Meerut Date: 08.08.2015 |