Disclosure in board of directors report explanatory DIRECTORS REPORT Dear Members, Your Directors have immense pleasure in presenting the Twelfth Annual Report for the year ended on 31st March, 2016. 1. FINANCIAL PERFORMANCE [Rs. in million] | Standalone | | Consolidated | | Particulars | 2015-16 | 2014-15 | 2015-16 | 2014-15 | Income from Operations | 2858.38 | 2620.75 | 2893.95 | 2747.33 | Other Income | 34.82 | 37.06 | 32.69 | 28.73 | Total Expenditure | 2498.47 | 2187.17 | 2564.80 | 2355.30 | Profit before Interest Depreciation and Tax | 602.92 | 725.00 | 578.96 | 687.36 | Interest Cost | 101.92 | 53.65 | 103.85 | 54.23 | Depreciation/Amortization | 106.27 | 200.71 | 113.27 | 212.37 | Profit Before Tax | 394.73 | 470.64 | 361.84 | 420.76 | Provision for Taxation (Inclusive of provision for deferred tax and Fringe Benefit Tax) | 97.88 | 72.69 | 97.57 | 71.60 | Profit After Tax | 296.85 | 397.95 | 277.11 | 365.28 | Surplus brought forward (Net of transitional liability on Retirement Benefits) | 1475.44 | 1100.89 | 1378.39 | 1051.64 | Balance carried to Balance Sheet | 1258.76 | 1475.44 | 1154.69 | 1378.39 |
During the year under review, the income from Healthcare services of the Company increased to Rs. 2858.38 million as compared to Rs. 2620.75 million in the previous year registering growth of 9%. Your Company has earned Net Profit of Rs. 296.85 million against Rs. 397.95 million in the previous year. The Company has carried net surplus of Rs. 1258.76 million to the next year. During the year under review, the consolidated income from healthcare services increased to Rs. 2893.95 Millions as compared to Rs. 2747.33 in the previous year. 2. DIVIDEND In terms of issue of Preference Shares, your Directors are pleased to recommend 5% dividend on Preference Shares issued by the Company. As the Company is in process of expansion which requires to plough back the profits earned by the Company, your directors do not recommend any dividend on equity shares. 3. SHARE CAPITAL & BONUS SHARES Pursuant to the approval of composite Scheme of Arrangement by the Honorable High Court of Gujarat at Ahmedabad, for merger of Kusha Healthcare Limited and Shalby Surat Hospitals Private Limited, both the wholly owned subsidiaries of the Company with the Company, the authorized Share Capital of the Company was increased to 1012.50 Million comprising of 9,92,50,000 Equity Shares of Rs. 10/- each and 20,00,000 Preference Shares of Rs. 10/- each. During the year in the month of May, 2015 the Company had issued 103,000 Preference Shares of Rs. 10 each at a price of Rs. 53 per share to the Doctors and Employees on preferential basis. The Company has allotted 52,412,960 fully paid up equity shares of Rs. 10 each in the month of March, 2016 as Bonus Shares to the existing equity shareholders of the Company in the proportion of 3:2 and resultantly, paid up equity share capital increased to 873.54 Million. 4. COMPOSITE SCHEME OF ARRANGEMENT The Board of Directors of your Company, subject to requisite approvals, approved a Composite Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956 for merger of Kusha Healthcare Limited and Shalby Surat Hospitals Private Limited, both the wholly owned subsidiary Companies with the Company. After requisite report from Regional Director and Official Liquidator, the Honorable High Court of Gujarat at Ahmedabad in the hearing held on 5th August, 2016 approved the Scheme. The appointed date for the amalgamation was 1st April, 2015. However, the Scheme became effective from 3rd September, 2016, being the date of filing of certified true copy of order of High Court with the Registrar of Companies, Gujarat at Ahmedabad. The Board of Directors of your Company, approved a Composite Scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956, for spin off of the Hospital Division of Kamesh Bhargava Hospital and Research Centre Private Limited (Transferor Company) and transfer to Shalby Limited (Transferee Company) subject to requisite approvals from the High Court of Punjab and Haryana and the High Court of Gujarat respectively, under whose jurisdiction the registered offices of both companies are situated, and for an order or orders thereof for carrying this Scheme into effect. The petition was presented before the High Court of Gujarat by the petitioner transferee company on 25th July, 2016 and by an order dated 5th August, 2016 the petition was admitted and fixed for hearing before the Honorable Judge taking Companys matter on 9th September, 2016. In the High Court of Punjab and Haryana, the application cum petition alongwith scheme was filed on 5th July, 2016 and the hearing is scheduled on 16th September, 2016. 5. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS (S-129(3)) The Company has four subsidiary companies viz. Vrundavan Shalby Hospitals Limited, Shalby (Kenya) Limited, Shalby International Limited (earlier known as Shalby Pune Limited) and Yogeshwar Healthcare Limited. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and all its subsidiaries, which form part of this Annual Report. Further a statement containing salient features of the Financial Statements of each subsidiary in Form AOC-1 as Annexure A is attached herewith. 6. CREDIT RATING CARE has rated the Companys long term bank facilities as A- indicating a high degree of safety. 7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the financial year 2015-16 is annexed to this annual report. 8. AWARDS/RECOGNITION Shalby, with the passage of time has ingrained its credibility as one of the most trusted multi-specialty hospital chains in India, delivering expert healthcare at par with world-class quality standards. During the financial year 2015-16 many reputed organizations applauded our contributions in the Healthcare sector. We take pride in highlighting some of the prestigious awards and recognitions your Company has been bestowed with during the year. Your Company was honored with the CNBC Bazaar Gujarat Ratna Award 2015-16 for Excellence in Healthcare Services. This award is instituted for saluting Indias Global ambassadors for their entrepreneurial spirit and contribution to the society and nation. VCCircle Healthcare Award in the category Emerging Tertiary Care Hospital of the Year is yet another recognition your Company has been honored with during 2015-16. 9. CONTINOUS MEDICAL EDUCATION (CME) PROGRAMMES Your Company regularly holds CME Programmes, Workshops and Health Talk on specialities like Orthopedics, Cardiology, Neurology etc. The Hospital has been offering DNB Courses in Orthopedic specialty which was approved by the Central Government. All the seats are filled up with post-graduate medical professionals who are pursuing these Super Specialty Courses. 10. EXTRACT OF ANNUAL RETURN The extract of the annual return pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014, is enclosed as Annexure B to this report. 11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 The particulars of loans, guarantees and investments have been disclosed in the financial statements. 12. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY U/S 188 Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure C in Form AOC-2 and the same forms part of this report. 13. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT AND RESIGNATION During the year under review, Mr. Shanay Shah has resigned from the post of Chief Finance Officer of the Company w.e.f 30th June, 2016 and Mr. Shantilal Kothari joined as Chief Financial Officer of the Company w.e.f 1st July, 2016 who is designated as Key Managerial Personnel as per the provisions of the Companies Act, 2013. As on date, Dr. Vikram Shah, Chairman & Managing Director, Mr. Ravi Bhandari, Chief Executive Officer, Mr. Shantilal Kothari, Chief Financial Officer and Mr. Jayesh Patel, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013. DIRECTORS RETIRING BY ROTATION Dr. Vikram Shah (DIN: 00011653), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommends his re-appointment. DECLARATION BY INDEPENDENT DIRECTORS Pursuant to Section 149 (7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director for FY 2015-16 confirming that they meet the criteria of independence as prescribed under the Act. NUMBER OF MEETINGS OF THE BOARD Being the apex body constituted by the shareholders for overseeing the overall functioning of the Company, the Board evaluates the proposals involving strategic decision making on a collective consensus basis. The Board meetings are usually held at the Companys Registered and Corporate Office in Ahmedabad, Gujarat. The Company has convened at least one Board meeting in a quarter and the maximum time gap between any two meetings is not more than one hundred and twenty days. During the Financial year 2015-16, your Board met 8 times to transact various businesses. POLICY ON DIRECTORS APPOINTMENT The Company has a Nomination and Remuneration Committee of Directors in place. The Committee reviews and recommend to the Board for remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Senior Management Personnel. The Company does not pay any remuneration to Independent and Non-Executive Directors of the Company. The Company has devised the Nomination & Remuneration policy for the appointment, re-appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. All the appointment, re-appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel are as per the Nomination & Remuneration policy of the company. Criteria for appointment: i. Proposed Director (Person) shall meet all statutory requirements and should: possess the highest ethics, integrity, value be willing to devote sufficient time and energy have demonstrated high level of leadership and vision not have direct/indirect conflict with present or potential business/ operations of the Company have expertise and relevant experience (In exceptional circumstances, specialization / expertise in unrelated areas may also be considered) have the balance and maturity of judgment The Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate/s for appointing him/her as Directors of the Company. ii. The appointment shall be in compliance with the Board Diversity Policy of the Company. Process for Identification / Appointment of Directors:Board members may (formally or informally) suggest any potential person to the Chairman of the Company meeting the above criteria. If the Chairman deems fit, necessary recommendation shall be made by him to the NRC. Chairman of the Company can himself also refer any potential person meeting the above criteria to the NRC. NRC will process the matter and recommend such proposal to the Board. Board will consider such proposal on merit and decide suitably. 14. CRITERIA FOR PERFORMANCE EVALUATION The Board considered and approved the criteria for performance evaluation of itself, that of its Committees and Individual Directors as follows: Criteria for Board EvaluationFocus on strategic and policy issues Effectiveness of Board process and information sharing Nature of discussions Quality of decisions Criteria for Committee EvaluationAdequacy of terms of reference of the Committee Fulfillment of key responsibilities Frequency and effectiveness of meetings Quality / relevance and timeliness of information made available Committee dynamics, especially openness of discussions Criteria for Evaluation of Independent DirectorsParticipation in terms of adequacy (time & content) Contribution through expertise and perspective Guidance / support to Management outside Board / Committee meetings Criteria for Evaluation of Non-Independent DirectorsParticipation in terms of adequacy Transparency REMUNERATION POLICY POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS: REMUNERATION CRITERIATo ensure that the level and components of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and other employees of the quality required to run the Company successfully. No director/KMP/ other employee is involved in deciding his or her own remuneration. The trend prevalent in the similar industry, nature and size of business is kept in view and given due weightage to arrive at a competitive quantum of remuneration. It is to be ensured that relationship of remuneration to the performance is clear & meets appropriate performance benchmarks which are unambiguously laid down and communicated. Remuneration packages should strike a balance between fixed and incentive pay, where applicable, reflecting short and long term performance objectives appropriate to the Company's working and goals. Following criteria are also to be considered:- Responsibilities and duties ; Time & efforts devoted; Value addition; Profitability of the Company & growth of its business; Analyzing each and every position and skills for fixing the remuneration yardstick; MANNER OF EVALUATION OF BOARD, ITS COMMITTEE AND INDIVIDUL DIRECTORS The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. 15. COMMITTEES OF THE BOARD OF DIRECTORS Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Company has following Committees of the Board: Audit and Risk Management Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee 16. AUDIT AND RISK MANGEMENT COMMITTEE The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with legal and regulatory requirements. It ensures the objectivity, credibility and correctness of the Companys financial reporting and disclosure processes, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters. The Act specifies that the Audit Committee should comprise of at least three directors with Independent Directors forming the majority. The Company has complied with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee consists of the following directors: Mr. Shyamal Joshi - Independent Director Mr. Nimish Vasa Independent Director Dr. Vikram I Shah Director 17. NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee of the Board of Directors recommends and reviews compensation plans of the Managing Director, Whole-Time Directors and the senior management based on their performance, defined assessment criteria and job responsibilities along with the responsibilities of nomination of Directors and also deals with the Governance issues of the Company. It oversees the implementation of the Nomination and Remuneration Policies of the Company, reviews the effectiveness of such policies from time to time and recommends revisions as and when deemed necessary or expedient. The Nomination and Remuneration Committee consists of the following directors: Mr. Shyamal Joshi Mr. Nimish Vasa Mr. Kirit Shah 18. CORPORATE SOCIAL RESPONSIBILITY The Corporate Social Responsibility Committee (CSR Committee) of the Board of Directors was constituted on 30th June, 2015. The Committee is entrusted with the responsibility of formulating and monitoring the Corporate Social Responsibility policy of the Company. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 135 of the Companies Act, 2013 and relevant rules made there under. The Details of CSR activities are enclosed herewith as Annexure D. The CSR committee has formulated and recommended to the Board, a Corporate Social Responsibility policy(CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company has indentified the following activities as CSR Promoting preventive healthcare by free multi specialty Medical Camp Promoting employment enhancing vocational skill programme Providing treatment on concessional rate to lower section of the society Donation to charitable trust engaged in charitable activities Starting and maintaining old age home 19. ANTI-SEXUAL HARASSMENT POLICY The Company has in place an anti sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaint committee has been set up to redress complaint received regarding sexual harassment. All employees are covered. There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 20. DEPOSITS During the year, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act 2013 and Rules made there under. 21. DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) 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; c) 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; d) The directors had prepared the annual accounts on a going concern basis; and e) 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. 22. INSURANCE All the fixed assets are adequately insured. 23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information relating to conservation of Energy, Technology, Absorption and Foreign Exchange earnings and outgo is as under (i) Energy conservation, research & development and Technology absorption: As the company is in a service industry the particulars required under this clause are not applicable. However the Company has taken initiative to conserve the energy wherever possible. (ii) Foreign exchange earnings and expenditure: [Rs in Million] Particulars | 2015-2016 | | 2014-2015 | Earnings in Foreign Currency | 128.39 | | 186.56 | Remittances in Foreign Currency (Dividend) | 0.00 | | 0.00 | CIF Value of Imports | 152.79 | | 99.80 | Foreign Traveling | 1.41 | | 1.45 |
(iii) Technology absorption, adaption and innovation: Technology absorption, adaption and innovation | Benefits | Imported technology | CT Scan 16 Slice | It provides twice the imaging power and half radiation of convention scanner. It can scan the whole body in seconds and provide incredibly sharp 3D images of any organ. 16 Slice CT provides thinner slice imaging for better image quality and diagnostic accuracy, with faster volume coverage. This provides lower radiation dose to patients compared to the conventional scanners, and better quality imaging in areas like Neuro, lung, thorax, abdomen, peripheral and 3D imaging. | Imported from Germany | MRI 1.5 Tesla | Ultra Short Magnet - less Claustrophobia i.e. less patient anxiety during examination. Unique TIM Technology for speed and accuracy. DOT Technology for automated planning delivering consistent results and image quality. Light Weight Coils for all Body Parts with: Spectro - Metabolite Evaluation, especially for differential diagnosis of brain & prostate cancers from other diseases Perfusion for Stroke Patients | Imported from Germany |
24. PARTICULARS OF EMPLOYEES The information required pursuant Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, given in the table below: Emp Name | Designation of the employee | Remuneration received | Nature of employment, weather contractual or otherwise | Qualifications | Date of commencement of employment | The age of such employee | The last employment held by such employee before joining the Company | The percentage of equity shares held by the employee in the Company | Weather any such employee is a relative of any director or manager of the Company | Total Experience including Shalby (in years) | Ravi S. Bhandari | CEO | 7740000 | Employment | BE (Civil) | 08-08-12 | 46 | Indus Towers | - | No | 13 | Shanay Shah | Director | 3420000 | Employment | B.Sc. M.Sc. ,CFA | 07-10-13 | 25 | - | 0.16% | Son of CMD | 3 | Dr. Nishita Shukla | COO | 2166420 | Employment | BHMS | 30-04-07 | 45 | Mayabhai Thakkery Trust | - | No | 18 | Tejas P. Shah | General Manager | 2028904 | Employment | B.Com, MBA Finance | 11-04-11 | 42 | HDFC Bank Ltd. | - | No | 18 | Amit Chauhan | COO | 1955000 | Employment | B.Tech., MBA | | 35 | Indus towers | - | No | 13 | Rakesh Shukla | Group General Manager | 1610456 | Employment | B.Com, M.Com, LLB, CA | 10-08-15 | 33 | K.D.C.M.P.U Ltd. Amul | - | No | 14 | Mritunjay Maheshwari | Sr. Manager | 1591496 | Employment | B.Com, MBA | 19-01-15 | 37 | Bharti Airtel Ltd. | - | No | 14 | Rohitash Chaube | AVP | 1584217 | Employment | B.Sc. | 21-07-14 | 50 | Meditate Consultants Ltd. | - | No | 25 | Monika Saini | DGM | 1570800 | Employment | B.Sc. Bio, MBA Marketing & Finance | 09-07-10 | 36 | Maheshwari Hospital & Research Centre | - | No | 17 | Nilesh Soni | Vice President | 1534424 | Employment | B.Sc. | 10-07-14 | 52 | Intas Pharmaceuticals Ltd. | - | No | 31 |
25. ADEQUACY OF INTERNAL FINANCIAL CONTROL The Company has adopted and implemented the Internal Financial Control policy and procedures for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. 26. RISK MANAGEMENT The Company has implemented the process of understanding, evaluating and addressing the risks associated with the business, to mitigate the risk and maximize the chances of objectives being achieved and ensuring organizations, individuals and communities are sustainable. Risk management also exploits the opportunities uncertainty brings, allowing organizations to be aware of new possibilities. Essentially, effective risk management requires an informed understanding of relevant risks, an assessment of their relative priority and a rigorous approach to monitoring and controlling them. 27. AUDITORS STATUTORY AUDITORS M/s. G. K. Choksi & Co., Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and are eligible for re-appointment. Your directors recommend their reappointment up to the conclusion of fourteenth Annual General meeting subject to the ratification by members in every Annual General meeting. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments. COST AUDITORS M/s. Board Sanjay B & Associates has been appointed as Cost Auditors by the Board of Directors for audit of Cost Accounts for the year ended on 31st March, 2016 and recommended the members for their ratification. SECRETARIAL AUDITOR Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Shambhu J. Bhikadia, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the FY 2015-16. The Report of the Secretarial Audit Report for the FY 2015-16 is annexed to this Annual Report as Annexure-E. As Secretarial Audit Report do not call for further explanation or comments it may be treated as the adequate compliance of Section 134 of the Companies Act, 2013. INTERNAL AUDITOR M/s. T. R. Chadha & Co, Chartered Accountants, Ahmadabad has been Internal Auditors of the Company for Financial Year 2015-16 and for further period until otherwise resolved by the Board of Directors on the recommendation of the Audit Committee. 28. ACKNOWLEDGEMENTS Your Directors would like to express their appreciation for the valuable co-operation and assistance received from all Doctors and their team, Bankers, Government Authorities, Auditors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the devoted services of employees of the Company at all level for its success and look forward their continued support. | FOR AND ON BEHALF OF THE BOARD | | | | | | | | DR. VIKRAM I. SHAH | Date : 05/09/2016 | Chairman | Place : Ahmedabad | |
Annexure A | | | | | | | Form AOC-I | | | | | | | | | | | | | | (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) | | | | | | | Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures | | | | | | | | | | | | | | Part A: Subsidiaries | | | | | | | | | | | | | | Sr. No. | Particulars | Vrundavan Shalby Hospitals Limited | Shalby (Kenya) Limited | Shalby International Limited | Yogeshwar Healthcare Limited | | | 1 | Date from which it became subsidiary | August 12, 2011 | June 9, 2011 | September 5, 2012 | October 11, 2012 | | 2 | Financial year of the Subsidiary Company ended on | March 31, 2016 | March 31, 2016 | March 31, 2016 | March 31, 2016 | | 3 | Reporting period for the subsidiary concerned, if different from the holding companys reporting period | 2015-16 | 2015-16 | 2015-16 | 2015-16 | | 4 | Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. | Rupees | Rupees | Rupees | Rupees | | 5 | Share Capital | 18,000,000 | (100 Ordinary Shares of Kshs. 1000/- each = 1,00,000) 67498 | 500,000 | 7,353,690 | | 6 | Reserves & Surplus | (10,599,922) | | (276,281) | (506,372) | | 7 | Total Assets | 104,475,081 | | 253,318 | 24,728,876 | | 8 | Total Liabilities | 104,475,081 | | 253,318 | 24,728,876 | | 9 | Investment | - | | - | - | | 10 | Turnover | 33,903,038 | | - | 419,072 | | 11 | Pro?t/(Loss) before Taxation | (28,354,730) | | (264,663) | (2,046,899) | | 12 | Provision for Taxation | (20,189) | | - | (287,613) | | 13 | Pro?t/(Loss) after Taxation and write back | (28,334,541) | - | (264,663) | (1,759,286) | | 14 | Proposed Dividend (including Dividend Distribution Tax thereon) | - | 0.00 | - | - | | 15 | % of shreholding | 55.00 | 100.00 | 100.00 | 94.68 | | | PAN | AACCV1628A | | AASCS2101F | AAACY0730G | | | Address | Vrundavan Shalby Hospitals, Karasvada Potivim, Industrial Estate, Bartez, Goa-403507 | DDM Medical center, Near Pattni Brother hood,Opp. High ridge Primary School,4th Ave, Park lands. Nairobi, Kenya | Shalby Hospital, Opp. Karnavati Club, SG Road, Ahmedabad-380015 | 319, Green City, Ghuma, Ahmedabad-380058 | | | | | | | | | Part B: Associates and Joint Ventures : NA | | | | | | | | | | | | | | | | FOR AND ON BEHALF OF THE BOARD | | | | | | | | | | | | | Date : 05.09.2016 | | | | | | | Place : Ahmedabad | DR. VIKRAM I. SHAH | | | | | | | Chairman | | | | |
Annexure A Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.03.2016 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]REGISTRATION AND OTHER DETAILS: 1 | CIN | U85110GJ2004PLC044667 | 2 | Registration Date | 30th August, 2004 | 3 | Name of the Company | Shalby Limited | 4 | Category/ Sub-Category of the Company | Unlisted Public Limited Company | 5 | Address of the Registered office and Contact Details | Shalby Hospitals, Opp. Karnavati Club, S. G. Road, Ahmedabad 380 015 Tel No: +91 79 40203000 | 6 | Whether listed Company | No | 7 | Name, Address and Contact details of Registrar and Transfer Agent, if any | Sharepro Services (India) Private Limited 416-420, 4th Floor, Devanandan Mall, Opp. Sanyas Ashram, Ellisbridge, Ahmedabad 380 006. Tel No: +91 79 26582381 | PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sl. No. | Name and Description of main products / services | NIC Code of the Product/ service | % to total turnover of the company | 1 | Healthcare Services | 86 | 100 | PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. No | NAME AND ADDRESS OF THE COMPANY | CIN/GLN | HOLDING/ SUBSIDIARY/ ASSOCIATE | % of shares held | Applicable Section | 1 | Yogeshwar Healthcare Ltd. 319, Green City, Ghuma, Ahmedabad | U85110GJ1997PLC032486 | Subsidiary | 94.68 | 2(87)(ii) | 2 | Vrundavan Shalby Hospitals Ltd. Vrundavan Shalby Hospitals, Karaswada, Mapusa Goa | U85110GA1995PLC001851 | Subsidiary | 55.00 | 2(87)(ii) | 3 | Shalby International Ltd. Shalby Hospitals, Opp. Karnavati Club, S. G. Road, Ahmedabad 380015 | U65923GJ2012PLC071824 | Subsidiary | 100.00 | 2(87)(ii) | 4 | Shalby (Kenya) Ltd. Plot No. 1870/1/210, Parklands Road, 4th Floor, Corner Plaza, P.O Box 69952- 00400, Nairobi. | CPR/2011/4958900 | Subsidiary | 100.00 | 2(87)(ii) | SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding Equity Shareholding Category of Shareholders | No. of Shares held at the beginning of the year | | | | No. of Shares held at the end of the year | | | | % Change during the year | | Demat | Physical | Total | % of Total Shares | Demat | Physical | Total | % of Total Shares | A. Promoters | | | | | | | | | | 1. Indian | | | | | | | | | | a) Individual/ HUF | 22029950 | 55110 | 22085060 | 63.20 | 55074875 | 137775 | 55212650 | 63.20 | 0.00 | b) Bodies Corp. | 12775739 | 0 | 12775739 | 36.56 | 31939348 | 0 | 31939348 | 36.56 | 0.00 | Sub-Total (A)(1) | 34805689 | 55110 | 34860799 | 99.77 | 87014223 | 137775 | 87151998 | 99.77 | 0.00 | 2. Foreign | 0 | 0 | 0 | 0.00 | 0 | 0 | 0 | 0 | 0.00 | Sub Total (A)(2) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Total Shareholding of Promoter (A) = (A)(1)+(A)(2) | 34805689 | 55110 | 34860799 | 99.77 | 87014223 | 137775 | 87151998 | 99.77 | 0.00 | B. Public Shareholding | | | | | | | | | | 1. Institution | 0 | 0 | 0 | 0.00 | 0 | 0 | 0 | 0 | 0.00 | Sub-Total (B)(1) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00 | 2. Non- Institution | | | | | | | | | | a) Body Corporate | 0 | 0 | 0 | 0.00 | 0 | 0 | 0 | 0 | 0.00 | b) Individuals | | | | | | | | | | i. Individual shareholders holding nominal share capital upto Rs. 1 lakh | 46200 | 437 | 46637 | 0.13 | 115500 | 1092 | 116593 | 0.13 | 0.00 | ii. Individual shareholders holding nominal share capital in excess of Rs 1 lakh | 18000 | 0 | 18000 | 0.05 | 45000 | 0.00 | 45000 | 0.05 | 0.00 | C) Foreign Nationals Non Resident Indians | 0 | 16536 | 16536 | 0.05 | 0 | 41341 | 41341 | 0.05 | 0.00 | Sub-Total (B)(2) | 64200 | 16973 | 81173 | 0.23 | 160500 | 42433 | 202934 | 0.23 | 0.00 | Total Public Shareholding (B)=(B)(1)+ (B)(2) | 64200 | 16973 | 81173 | 0.23 | 160500 | 42433 | 202934 | 0.23 | 0.00 | C. Shares held by Custodian for GDRs & ADRs | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00 | Grand Total (A+B+C) | 34869889 | 72083 | 34941972 | 100.00 | 87174723 | 180208 | 87354932 | 100.00 | 0.00 |
Preference Shareholding Category of Shareholders | No. of Shares held at the beginning of the year | | | | No. of Shares held at the end of the year | | | | % Change during the year | | Demat | Physical | Total | % of Total Shares | Demat | Physical | Total | % of Total Shares | A. Promoters | | | | | | | | | | 1. Indian | | | | | | | | | | a) Individual/ HUF | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.00 | b) Bodies Corp. | 0 | 2500 | 2500 | 0.58 | 0 | 52500 | 52500 | 9.85 | 9.27 | Sub-Total (A)(1) | 0 | 2500 | 2500 | 0.58 | 0 | 52500 | 52500 | 9.85 | 9.27 | 2. Foreign | 0 | 0 | 0 | 0.00 | 0 | 0 | 0 | 0.00 | 0.00 | Sub Total (A)(2) | 0 | 0 | 0 | 0.00 | 0 | 0 | 0 | 0.00 | 0 | Total Shareholding of Promoter (A) = (A)(1)+(A)(2) | 0 | 2500 | 2500 | 0.58 | 0.0 | 52500 | 52500 | 9.85 | 9.27 | B. Public Shareholding | | | | | | | | | | 1. Institution | 0 | 0 | 0 | 0.00 | 0 | 0 | 0 | 0.00 | 0.00 | Sub-Total (B)(1) | 0 | 0 | 0 | 0.00 | 0 | 0 | 0 | 0.00 | 0.00 | 2. Non- Institution | | | | | | | | | | a) Body Corporate | 0 | 0 | 0 | 0.00 | 0 | 0 | 0 | 0.00 | 0 | b) Individuals | | | | | | | | | | i. Individual shareholders holding nominal share capital upto Rs. 1 lakh | 0 | 177600 | 177600 | 41.29 | 0.00 | 177600 | 177600 | 33.31 | -7.98 | ii. Individual shareholders holding nominal share capital in excess of Rs 1 lakh | 0 | 250000 | 250000 | 58.13 | 0.00 | 303000 | 303000 | 56.84 | -1.29 | Sub-Total (B)(2) | 0 | 427600 | 427600 | 99.42 | 0.00 | 480600 | 480600 | 90.15 | -9.27 | Total Public Shareholding (B)=(B)(1)+ (B)(2) | 0 | 427600 | 427600 | 99.42 | 0 | 480600 | 480600 | 90.15 | -9.27 | C. Shares held by Custodian for GDRs & ADRs | 0 | 0 | 0 | 0.00 | 0 | 0 | 0 | 0.00 | 0.00 | Grand Total (A+B+C) | 0 | 430100 | 430100 | 100.00 | 0 | 533100 | 533100 | 100.00 | 0.00 | Shareholding of Promoters Sr. No | Shareholders Name | Shareholding at the beginning of the year | | | Share holding at the end of the year | | | % change in share holding during the year | | | No. of Shares | % of total Shares of the company | %of Shares Pledged / encumbered to total shares | No. of Shares | % of total Shares of the company | %of Shares Pledged / encumbered to total shares | 1 | Dr. Vikram Shah | 20825050 | 59.60 | -- | 52062625 | 59.60 | -- | -- | 2 | Dr. Darshini Shah | 1205000 | 3.45 | -- | 3012500 | 3.45 | -- | -- | 3 | Mr. Shanay shah | 55010 | 0.16 | | 137525 | 0.16 | | | 4 | M/s Zodiac Mediquip Ltd | 12775739 | 36.56 | | 31939348 | 36.56 | | | | Total | 34860799 | 99.77 | -- | 87151998 | 99.77 | -- | -- | Change in Promoters Shareholding Sr. No | Particular | Shareholding at the beginning of the year | | Cumulative Shareholding during the year | | No. of shares | % of the total shares of the Company | No. of shares | % of the total shares of the Company | 1 | At the beginning of the year | 34860799 | 99.77 | | | 2 | Bonus Issue credited on 26.03.2016 | 52291199 | -- | 87151998 | 99.77 | 3 | At the end of the year | | | 87151998 | 99.77 | Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): i) Equity Sr. No | Top 10 Shareholders | Shareholding at the beginning of the year | | Cumulative Shareholding during the year | | | | No. of shares | % of the total shares of the Company | No. of shares | % of the total shares of the Company | | 1 | Dr. Bharat Gajjar | | | | | | | At the beginning of the year | 18000 | 0.05 | | | | Add | 26-03-2016 Bonus Issue | 27000 | -- | 45000 | 0.05 | | | At the end of the year | | | 45000 | 0.05 | | 2 | Dr. Muthuswamy Krishnamurthy J/w Dr. Lalitha Krishnamurthy | | | | | | | At the beginning of the year | 7879 | 0.02 | | | | Add | 26-03-2016 Bonus Issue | 11819 | -- | 19698 | 0.02 | | | At the end of the year | | | 19698 | 0.02 | | 3 | Mr. Balaji Gopalakrishnan J/w Ms. Sarada Krishnamurthy | | | | | | | At the beginning of the year | 7879 | 0.02 | | | | Add | 26-03-2016 Bonus Issue | 11819 | -- | 19698 | 0.02 | | | At the end of the year | | | 19698 | 0.02 | | 4 | Dr. Ashish Sheth | | | | | | | At the beginning of the year | 7000 | 0.02 | | | | Add | 26-03-2016 Bonus Issue | 10500 | -- | 17500 | 0.02 | | | At the end of the year | | | 17500 | 0.02 | | 5 | Dr. Govind Agrawal | | | | | | | At the beginning of the year | 6000 | 0.02 | | | | Add | 26-03-2016 Bonus Issue | 9000 | -- | 15000 | 0.02 | | | At the end of the year | | | 15000 | 0.02 | | 6 | Mr. Shrirang Deodhar | | | | | | | At the beginning of the year | 6000 | 0.02 | | | | Add | 26-03-2016 Bonus Issue | 9000 | -- | 15000 | 0.02 | | | At the end of the year | | | 15000 | 0.02 | | 7 | Dr. Amish Kashatriya | | | | | | | At the beginning of the year | 5000 | 0.01 | | | | Add | 26-03-2016 Bonus Issue | 7500 | -- | 12500 | 0.01 | | | At the end of the year | | | 12500 | 0.01 | | 8 | Dr. Kalpesh Shah | | | | | | | At the beginning of the year | 5000 | 0.01 | | | | Add | 26-03-2016 Bonus Issue | 7500 | -- | 12500 | 0.01 | | | At the end of the year | | | 12500 | 0.01 | | 9 | Mrs Namrata J Pachore | | | | | | | At the beginning of the year | 5000 | 0.01 | | | | Add | 26-03-2016 Bonus Issue | 7500 | -- | 12500 | 0.01 | | | At the end of the year | | | 12500 | 0.01 | | 10 | Mr. Natverlal Thakkar | | | | | | | At the beginning of the year | 4000 | 0.01 | | | | Add | 26-03-2016 Bonus Issue | 6000 | -- | 10000 | 0.01 | | | At the end of the year | | | 10000 | 0.01 | |
ii) Preference Sr. No | Top 10 Shareholders | Shareholding at the beginning of the year | | Cumulative Shareholding during the year | | | | No. of shares | % of the total shares of the Company | No. of shares | % of the total shares of the Company | | 1 | Zodiac Mediquip Limited | | | | | | | At the beginning of the year | 2500 | 0.58 | | | | Add | 21-05-2016 New Issue | 50000 | 0.00 | 52500 | 9.85 | | | At the end of the year | | | 52500 | 9.85 | | 2 | Dr. Amish Kshatriya. | | | | | | | At the beginning of the year | 40000 | 9.30 | | | | Add | Change during the year | 0 | 0.00 | 40000 | 7.50 | | | At the end of the year | | | 40000 | 7.50 | | 3 | Dr. Shrirang Deodhar | | | | | | | At the beginning of the year | 40000 | 9.30 | | | | Add | Change during the year | 0 | 0.00 | 40000 | 7.50 | | | At the end of the year | | | 40000 | 7.50 | | 4 | Dr. Ashish Sheth J/W Nareshchandra Sheth | | | | | | | At the beginning of the year | 40000 | 9.30 | | | | Add | Change during the year | 0 | 0.00 | 40000 | 7.50 | | | At the end of the year | | | 40000 | 7.50 | | 5 | Dr. Dhiraj. K. Marothi | | | | | | | At the beginning of the year | 40000 | 9.30 | | | | Add | Change during the year | 0 | 0.00 | 40000 | 7.50 | | | At the end of the year | | | 40000 | 7.50 | | 6 | Dr. Kalpesh Shah | | | | | | | At the beginning of the year | 40000 | 9.30 | | | | Add | Change during the year | 0 | 0.00 | 40000 | 7.50 | | | At the end of the year | | | 40000 | 7.50 | | 7 | Dr. Bharat Gajjar | | | | | | | At the beginning of the year | 30000 | 6.98 | | | | Add | Change during the year | 0 | 0.00 | 30000 | 5.63 | | | At the end of the year | | | 30000 | 5.63 | | 8 | Dr. Govind Agrawal | | | | | | | At the beginning of the year | 20000 | 4.65 | | | | Add | Change during the year | 0 | 0.00 | 20000 | 3.75 | | | At the end of the year | | | 20000 | 3.75 | | 9 | Mr. Ravi Bhandari | | | | | | | At the beginning of the year | 5000 | 1.16 | | | | Add | 21-05-2016 New Issue | 10000 | 0.00 | 15000 | 2.81 | | | At the end of the year | | | 15000 | 2.81 | | 10 | Mr. Pranav Shah J/W Chiragi Shah | | | | | | | At the beginning of the year | 10000 | 2.33 | | | | Add | Change during the year | 0 | 0.00 | 10000 | 1.88 | | | At the end of the year | | | 10000 | 1.88 | | Shareholding of Directors and Key Managerial Personnel: Sr. No. | For each of Directors and KMP | Shareholding at the beginning of the year | | | | Shareholding at the end of the year | | | | No. of shares | | % of Shareholding | | No. of shares | | % of Shareholding | | Equity | Preference | Equity | Preference | Equity | Preference | Equity | Preference | 1 | Dr. Vikram Shah | | | | | | | | | | At the beginning of the year | 20825050 | 0 | 59.60 | 0 | | | | 0 | Add | 26.03.2016 Bonus Issue | 31237575 | 0 | -- | 0 | 52062625 | 0 | 59.60 | 0 | | At the end of the year | | | | | 52062625 | 0 | 59.60 | 0 | 2 | Kirit Shah | | | | | | | | | | At the beginning of the year | 100 | 0 | 0.00 | 0 | | | | 0 | Add | 26.03.2016 Bonus Issue | 150 | 0 | -- | 0 | 250 | 0 | 0.00 | 0 | | At the end of the year | | | | | 250 | 0 | 0.00 | 0 | 3 | Shyamal Joshi | | | | | | | | | | At the beginning of the year | 100 | 0 | 0.00 | 0 | | | | 0 | Add | 26.03.2016 Bonus Issue | 150 | 0 | -- | 0 | 250 | 0 | 0.00 | 0 | | At the end of the year | | | | | 250 | 0 | 0.00 | 0 | 4 | Nimish Vasa | | | | | | | | | | At the beginning of the year | 0 | 0 | 0.00 | 0 | | | | 0 | Add | Change During the Year | 0 | 0 | 0.00 | 0 | 0 | 0 | 0.00 | 0 | | At the end of the year | | | | | 0 | 0 | 0.00 | 0 | 5 | Shanay Shah | | | | | | | | | | At the beginning of the year | 55010 | 0 | 0.16 | 0 | | | | 0 | Add | 26.03.2016 Bonus Issue | 82515 | 0 | -- | 0 | 137525 | 0 | 0.16 | 0 | | At the end of the year | | | | | 137525 | 0 | 0.16 | 0 | 6 | Ravi Bhandari | | | | | | | | | | At the beginning of the year | 0 | 5000 | 0 | 1.16 | | | | | Add | 21.05.2015 Issue of Preference Share | 0 | 10000 | 0 | 00 | 0 | 15000 | 0.00 | 2.81 | | At the end of the year | | | | | | 15000 | 0.00 | 2.81 | 7 | Jayesh Patel | | | | | | | | | | At the beginning of the year | 0 | 2000 | 0 | 0.47 | | | | 0 | Add | 21.05.2015 Issue of Preference Share | 0 | 0 | 0 | | 0 | 2000 | 0.00 | 0.38 | | At the end of the year | | | | | | 2000 | 0.00 | 0.38 | INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs. In Millions) | Secured Loans excluding Deposits | Unsecured Loans | Deposits | Total Indebtedness | Indebtedness at the beginning of the financial year | | | | | 1. Principal Amount | 879.09 | 70.00 | - | 949.09 | 2. Interest due but not paid | - | - | - | 0.00 | 3. Interest accrued but not due | 2.82 | 0.07 | - | 2.88 | Total (1+2+3) | 881.91 | 70.07 | - | 951.97 | Change in Indebtedness during the financial year | | | | | Addition | 1,481.75 | 364.24 | - | 1,845.99 | Reduction | 223.64 | 434.30 | - | 657.94 | Net Change | 1,258.11 | -70.07 | - | 1,188.05 | Indebtedness at the end of the financial year | | | | | 1. Principal Amount | 2,118.81 | - | - | 2,118.81 | 2. Interest due but not paid | - | - | - | 0.00 | 3. Interest accrued but not due | 21.21 | - | - | 21.21 | Total (1+2+3) | 2,140.02 | - | - | 2,140.02 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NA B. Remuneration to other directors: NIL C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: | Particulars of Remuneration | Key Managerial Personnel | | | | | | CEO | CS | CFO | Total | 1. | Gross salary a. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 b. Value of perquisites u/s 17(2) Income-tax Act, 1961 c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961 | 77,40,000 | | -- | | 2. | Stock Option | 0 | | -- | | 3. | Sweat Equity | 0 | | -- | | 4. | Commission - as % of profit - others, specify | 0 | | -- | | 5. | Others, please specify | 0 | | -- | | | Total | 77,40,000 | | -- | |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NA Type | Section of the Companies Act | Brief Description | Details of Penalty / Punishment/ Compounding fees imposed | Authority [RD / NCLT / COURT] | Appeal made, if any (give Details) | A. COMPANY | | | | | | Penalty | | | | | | Punishment | | | | | | Compounding | | | | | | B. Directors | | | | | | Penalty | | | | | | Punishment | | | | | | Compounding | | | | | | C. Directors | | | | | | Penalty | | | | | | Punishment | | | | | | Compounding | | | | | |
FOR AND ON BEHALF OF SHALBY LIMITED Dr. Vikram Shah Chairman and Managing Director (DIN: 0011653) Date: 05.09.2016 Place: Ahmedabad
Annexure C | | | | | | | | | Form No. AOC-2 | | | | | | | | | (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014) | | | | | | | | | Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section | | | | | | | | | 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto | | | | | | | | | | | | | | | | | | 1. Details of contracts or arrangements or transactions not at arms length basis | | | | | | | | | Sr.No. | Name(s) of the related party and nature of relationship | Nature of contracts/ arrangements/ transactions | Duration of the contracts/ arrangements/ transactions | Salient terms of the contracts or arrangements or transactions including the value, if any | Justification for entering into such contracts or arrangements or transactions | Date(s) of approval by the Board | Amount paid as advances, if any: | Date on which the special resolution was passed in general meeting as required under first proviso to section 188 | NA | | | | | | | | | | | | | | | | | | 2. Details of material contracts or arrangement or transactions at arms length basis | | | | | | | | | Sr.No. | Name(s) of the related party and nature of relationship | Nature of contracts/ arrangements/ transactions | Duration of the contracts/ arrangements/ transactions | Salient terms of the Contracts or arrangements or transactions including value, if any: | Date(s) of approval by the Board and Audit Committee, if any: | Amount paid as advances, if any: | Date on which Special resolution was passed in general meeting u/s 188(1) | | 1 | Dr. Vikram I Shah, KMP | Professional Fees | 10 Years | Revised w.e.f 01/01/2016 1) Arthroplasty: 20% of IPD collection (Surgery fees + Ward fees); 80% OPD fees Collected 2) Other than Arthroplasty: 20% of the PF posting amount, etc | 28/03/2014 | NA | NA | | 2 | Dr. Darshini V. Shah, Relative of KMP | Professional Fees | 10 Years | 1) For SG & Vijay unit: 70% of dental income 2) For Krishna unit: 30% of dental income | 28/03/2014 | NA | NA | | 3 | Dr. Vikram I Shah, KMP | Rent | 10 Years | Rs. 5/- Lacs p.m. rent fees | 28/03/2014 | NA | NA | | 4 | Shalby Orthopedic Hospital & Research Centre, Other Related Party | Rent | 10 Years | Rs. 55,000/- p.m. rent fees | 28/03/2014 | NA | NA | | 5 | Zodiac Mediquip Limited, Associate Company | Commission | 5 Years | Payable annualy | 19/11/2012 | NA | NA | | 6 | Yogeshwar Healthcare Limited, Subsidiary Company | Rent Deposite | 5 Years | Rs. 12 Lacs | 19/02/2014 | NA | NA | | | | | | | | | | | | | | | | | | | | | | | | | | FOR AND ON BEHALF OF THE BOARD | | | | | | | | | | | | | Date : 05.09.2016 | | | | | | | | | Place : Ahmedabad | | | | | DR. VIKRAM I. SHAH | | | | | | | | | Chairman | | | | | | | | | | | |
Annexure D ANNUAL REPORT ON CSR ACTIVITIES 1. A brief outline of the companys CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes: The CSR activities we pursue will be in line with our stated Vision and Mission, focused not just around our plants and offices, but also in other geographies based on the needs of the communities \ societies. The major focus areas where special Community Development programmes would be run are: Promoting Health care including Preventive Health care through awareness programmes, health check-ups, free or concessional Medical Camps, provision of medicine & treatment facilities, providing pre natal & post natal healthcare facilities, prevention of female foeticide through awareness creation, program for preventing diseases and building immunity. Healthcare we aspire to deliver facilities to communities and other sections of the society in the form of primary health care support through diagnosis and treatments, promoting preventive healthcare, building awareness about sanitation and medical camps, creating awareness through various programs, etc. The company may undertake projects or programs or activities aimed at improving the health and hygiene of the socially or economically weaker sections, families in the below poverty line (BPL) by providing free or subsidized medicine, clinical laboratory facilities, free or concessional treatments at hospitals, setting up of medical and diagnostic camps, projects or programs aimed at eradicating poverty or malnutrition of women and children, pain and palliative care etc. Employment enhancing vocational skill development programmes and promoting education. Company may undertake projects or programs or activities for the protection of elderly citizens by establishing, funding or otherwise supporting old age homes and day care facilities including medical aid. 2. The composition of the CSR committee: The composition of the members of the Corporate Social Responsibility Committee is as follows: 1. Mr. Shyamal Joshi 2. Mr. Kirit Shah 3. Dr. Vikram Shah 3. Average net profit of the company for last three financial years for the purpose of computation of CSR: Rs. 418.81 Millions 4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 8.38 Millions 5. Details of CSR spent during the financial year: a) Total amount to be spent for the financial year: Rs. 8.38 Millions b) Amount unspent: Rs. 8.38 Million c) Manner in which the amount spent during the financial year: (Rs. in Millions) 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | Sr. No. | CSR Project or Activity Identified | Sector in which the project is covered | Projects or Programmes (1) Local area or other (2) Specify the State and district where projects or programs was undertaken | Amount outlay (budget) project or programs wise | Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs. (2) Overheads | Cumulative expenditure upto to the reporting period. | Amount spent: Direct or through implementing agency | 1 | | | | 8.38 | | | | | Total | | | 8.38 | | | |
6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report: The Companys CSR initiatives include conducting various programs viz day care facilities, preventive healthcare, health check-ups, free Medical Camps, provision of medicine & treatment facilities and getting feedback from community. Though all such initiatives undertaken by the Company qualifies as CSR activities under schedule VII under the Companies Act, 2013 but since your Company is engaged in providing healthcare services, the same is not eligible. The Company intends to set up Old Age Homes for under privileged class which requires enormous resources being capital intensive. The Company proposes to accumulate the CSR corpus to a sizable level and then undertake such capital intensive project. 7. We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company. | FOR AND ON BEHALF OF THE BOARD | | | | | | | | Mr. Shyamal Joshi Dr. Vikram Shah | Date : 05/09/2016 | Chairman - CSR Committee Chairman & Managing Director | Place : Ahmedabad | |
FORM NO. MR-3 Secretarial Audit Report (For the financial year ended 31st March, 2016) [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 SHALBY LIMITED Opp: Karnawati Club, Sarkhej Gandhinagar Highway, Nr. Prahladnagar Garden Ahmedabad-380015 Gujarat I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SHALBY 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 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 on 31st March, 2016 (Audit Period) 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 SHALBY LIMITED (The Company) for the financial year ended on 31st March, 2016 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 thereunder 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) to the extent applicable to the Company :- a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011-[Not Applicable to the Company during the Audit Period] ; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; [Not Applicable to the Company during the Audit Period]; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009-[Not Applicable to the Company during Audit Period]; d. The Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014-[Not Applicable to the Company during Audit Period]; e. The Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations, 2008-[Not Applicable to the Company during Audit Period]; 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; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009-[Not Applicable to the Company during Audit Period]; and h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998-[Not Applicable to the Company during Audit Period]; VI. Other Laws those are applicable specifically to the Company : 1. Employees Provident Fund and Miscellaneous Provisions Act, 1952. 2. Employees State Insurance Act, 1948. 3. Environment Protection Act, 1986 and other applicable environmental laws. 4. Payment of Bonus Act, 1965. 5. Payment of Gratuity Act, 1972 and such other applicable labour laws. 6. The Bombay Nursing Homes Registration Act, 1949. 7. Pre-natal Diagnostic Technique (Regulation and Prevention of misuse) Act, 1994. 8. Atomic Energy Act, 1962. 9. Drugs and Cosmetic Act, 1940 and Rules 1945. 10. Medical Termination of Pregnancy Act, 1971 11. Narcotic Drugs and Psychotropic Substance Act, 1985. 12. Transplantation of Human Organs Act, 1994. 13. Bio-medical Waste (Management and Handling) Rules, 1998. I have also examined compliance with the applicable clauses of the following: 1. Secretarial Standard issued by The Institute of Company Secretaries of India notified with effect from 1st July, 2015; 2. The Listing Agreements entered into by the Company with the Stock exchanges and The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 [Clauses of Listing Agreement were not applicable as Securities of the Company is not listed on any recognized stock exchange] During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. 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. All the Decisions at the Board meeting and committee Meetings are carried out unanimously as recorded in the Minutes of the Meetings of the Board of Directors or committee of the Board, as the case may be. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, guidelines. I further report that during the Audit period there were following Specific events/actions having a major bearing on companys affairs in pursuance of the above referred Laws, Rules, regulations, guidelines, Standards, etc. which are :The Company has on 26th March, 2016 issued and allotted 52412960 equity shares as Bonus equity shares in the ratio of Three Bonus shares for every two existing equity shares held by the shareholders of the company. The company has on 21st May, 2015 issued and allotted 103000 Preference shares of Rs.10/- each at the premium of Rs.43/- per share aggregating to Rs. 54,59,000/-. The Board of directors at their meeting held on 5th January, 2016 has considered and approved Scheme of arrangement in the nature of De-merger and transfer of Hospital Division of Kamesh Bhargava Hospital & Research Centre Private Limited to Shalby Limited pursuant to the Provisions of Section 391 to 394 read with Section 100 to 103 of the companies Act, 1956, all other applicable provisions, if any of the companies Act, 1956. The Board of directors at their meeting held on 26th March, 2016 has considered and approved Scheme of Amalgamation pursuant to the Provisions of Section 391 to 394 and other applicable provisions, if any, of the companies Act, 1956 of Shalby Surat Hospitals Private Limited and Kusha Healthcare Private Limited be amalgamated with Shalby Limited. Hari Om Healthcare Private Limited was amalgamated with the Company pursuant to the order passed by Honble High Court of Gujarat dated 30th April, 2015. Place : Ahmedabad Date : 05/09/2016 | Shambhu J. Bhikadia Practicing Company Secretary ACS No.:8024 CP No.:3894 |
This Report is to be read with my letter of even date which is annexed as Appendix A and Forms an integral part of this report. APPENDIX A To, The Members SHALBY LIMITED Opp: Karnawati Club, Sarkhej Gandhinagar Highway, Nr. Prahladnagar Gardern Ahmedabad-380015 My report of even date is to be read along with this letter. 1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit. 2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion. 3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, I have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc. 5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. Place: Ahmedabad | SHAMBHU J. BHIKADIA | Date: 05/09/2016 | Practicing Company Secretary | | ACS No.:8024 CP No.:3894 | Details regarding energy conservationAs the company is in a service industry the particulars required under this clause are not applicable. However the Company has taken initiative to conserve the energy wherever possible. Details regarding technology absorptionBecause of tabular form please refer Text Block Data. Details regarding foreign exchange earnings and outgoBecause of tabular form please refer Text Block Data. Disclosures in director’s responsibility statementYour Directors confirm: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) 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; c) 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; d) The directors had prepared the annual accounts on a going concern basis; and e) 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. |