Your Directors have pleasure in presenting their Forty First Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.
1. Financial highlights for the year ended March 31, 2024
|
Particulars
|
2023-24 (Rs In Lakhs)
|
2022-23 (Rs In Lakhs)
|
|
Operating Income
|
17,717.53
|
15,575.64
|
|
Other Income
|
355.99
|
312.86
|
|
Total Income
|
18,073.52
|
15,888.50
|
|
Operating Expenses
|
12,978.95
|
11,444.15
|
|
EBIDTA
|
5,094.57
|
4,444.35
|
|
Finance Cost
|
116.39
|
81.10
|
|
Depreciation
|
922.36
|
764.22
|
|
Profit/(Loss) before Tax
|
4,055.82
|
3,599.03
|
|
Tax expense
|
877.33
|
1,003.14
|
|
Provision for Deferred Tax
|
140.56
|
(72.95)
|
|
Profit/(Loss) after Tax (PAT)
|
3,037.93
|
2,668.84
|
2. Dividend
Board has not recommended dividend for the financial year 2023-24 keeping in view the long term objectives of the Company.
Your Company has formulated a Dividend Distribution Policy in compliance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. This is also available on the Company's website and can be accessed at: https://www.kauveryhospital.com/ investors
3. Reserves
The Company has not transferred any amount to General reserve during the year.
4. Business and Operations Review
Total Operating income increased by 14% to Rs.17,717.53 lakhs during the financial year 2023 -24 from Rs. 15,575.64 lakhs in the previous year.
Your Company has earned Profit after tax of Rs.3,037.93 lakhs for the financial year 2023-24 higher than Rs. 2,668.84 lakhs achieved during the previous year.
5. Information on state of Company's affairs
Information on operational and financial performance etc., is provided in the Management Discussion and Analysis Report, which is annexed to the Directors' Report and has been prepared inter-alia in compliance with the terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), 2015.
6. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements
The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. To maintain independence of the Internal Audit function, the Internal Auditor reports to the Chairman of the Audit Committee.
The Internal Audit Team along with the process team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit, corrective actions in the respective areas are undertaken and controls strengthened. Significant audit observations and corrective actions thereon are reported to the Audit Committee of the Board.
7. Disclosure of particulars of loans/advances/ investments outstanding during the financial Year
The Company has not given any loans and advances to any other body corporate and associates as specified under Section 186 of the Companies Act, 2013 during the financial year 2023-24.
The details of the investments made by the Company and guarantees provided by the Company are given in the notes to the financial statements.
8. Deposits
The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
9. Statutory Auditors
Section 139 of the Companies Act, 2013 provided for the appointment of Statutory Auditors for a period of five years and hence M/s Deloitte Haskins & Sells, Chartered Accountants (Registration No.008072S), Chennai were appointed as the Statutory Auditors
of the Company in the Annual General Meeting of the Company held on 26th September 2019 for a period till the conclusion of the ensuing Forty First Annual General Meeting.
The Board has recommended the re -appointment of M/s Deloitte Haskins & Sells., Chartered Accountants, (Registration No.008072S), Chennai as the Statutory Auditors of the Company for a second term of five consecutive years, from the conclusion of the ensuing 41st Annual General Meeting of the Company till the conclusion of the 46th Annual General Meeting to be held in the year 2029, for approval of shareholders of the Company, based on the recommendation of the Audit Committee in compliance with applicable provisions of the Companies Act, 2013.
10. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future
There are no significant and material orders passed by the regulators or courts or tribunals that may have an impact for the company as a going concern and /or company's operations.
Further no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code 2016. The Company has not done any one-time settlement with any Bank or Financial Institutions.
11. Closure of Register of Members and Share Transfer Books
The Register of Members and Share Transfer Books of the company will be closed suitably prior to holding Annual General Meeting.
12. The Board observed that there are no qualifications or reservations or adverse remarks by the Statutory Auditors as well as by the Secretarial Auditor in their reports.
13. Share Capital
The Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options or employee stock purchase scheme. No shares have been transferred to Suspense account in terms of Regulation 39 of the SEBI Listing Regulations. As at the end of the financial year the Company's Authorized Equity Share Capital stands at Rs. 2500 lakhs and paid-up Equity Share Capital stands at Rs. 1630.85 Lakhs consisting of 1630.85 lakhs fully paid up Equity Shares of Re. 1 each.
14. Corporate Governance
Your Company has been complying with the provisions of Corporate Governance as stipulated in the SEBI Listing Regulations.
A separate report on Corporate Governance along
with Practicing Company Secretary's certificate on compliance of the Corporate Governance norms as stipulated in Schedule V read with Regulation 34(3) of the SEBI Listing Regulations and Management Discussion & Analysis report are provided elsewhere in this Annual Report.
15. Particulars of Employees
In accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended the name and other particulars of employees are to be set out in the Annexure - 4 forming part of the Annual Report (Boards' Report). However as per provisions of Sec 136(1) Companies Act, 2013 read with relevant proviso of Companies Act, 2013, the Annual Report (Boards' Report) is being sent to Members excluding the information relating to 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended. The said information is available for inspection at the Registered Office of the Company. Any member interested in obtaining such particulars may write to the Company and the same will be furnished.
16. Business Responsibility & Sustainability Reporting
In terms of Regulation 34 of SEBI Listing Regulations, the Business Responsibility & Sustainability Report for the year 2023-24 describing the initiatives taken by the Company towards Environment, Social and Governance (ESG) parameters & the performance against the nine principles of the 'National Guidelines on Responsible Business Conduct' (NGRBCs), is in the prescribed format in the Annual Report.
17. Details of Holding, Subsidiaries, Associate/JV Companies:
The Company is a subsidiary of Sri Kauvery Medical Care (India) Limited, which holds 75% of shares in the Company. The Company does not have any subsidiary, Associate or Joint Venture Companies.
18. Transfer to Investor Education and Protection Fund
As required under the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, dividends that remain unpaid/unclaimed for a period of seven years, are to be transferred to the account administered by the Central Government viz., Investor Education and Protection Fund ("IEPF"). There are no amounts which remain unpaid/ unclaimed for a period of seven years and hence no amount has been transferred to "IEPF".
19. Copy of Annual Return
The duly certified copy of Annual Return for the Financial Year ended 31st March 2024, as prescribed under Section 92 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, as amended shall be placed on the website of the company after the Annual General Meeting and the same can be accessed at http://www.kauveryhospital.com/investors#
20. Conservation of energy, technology absorption, foreign exchange earnings and outgo:
The particulars required to be given as per Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as under
i. Conservation of energy-
Though the nature of the business of the company is such that the consumption of energy is not significant when compared to the overall cost of operations, the company takes all efforts to conserve energy by investing in renewable source of energy.
ii. Technology absorption-
The company is currently in the process of updating the technology in various fields of equipment. Within the limitations, everything possible was done to acquire, improve and update the technology.
iii. Foreign Exchange earnings and outgo
|
S. No. Particulars
|
2023-2024
|
2022-2023
|
|
1. Foreign Exchange earned
|
Rs 2.85 Lakhs
|
Nil
|
|
2. Foreign Exchange outgo
|
Nil
|
Rs. 10.23 Lakhs
|
21. Corporate Social Responsibility
Corporate Social Responsibility (CSR) is an initiative brought in by the Ministry of Corporate Affairs whereby every company having net worth of rupees 500 Crores or more, or turnover of rupees 1000 Crores or more or a net profit of rupees 5 Crores or more during the immediately preceeding financial year is mandated to serve the society by contributing at least 2% of the average net profits of the Company made during the three immediately preceeding financial years in various CSR activities as defined in Schedule VII of the Companies Act, 2013.
Further, in terms of the CSR Rules, the CFO has certified to CSR Committee that the funds disbursed for CSR have been used, for the purpose and in the manner approved by the Board for financial year 2023- 2024.
The Company has duly constituted a Corporate Social Responsibility Committee as required under Section 135 (1) of the Companies Act, 2013 and the relevant rules made thereunder and the Board has approved a policy on Corporate Social Responsibility which is available in the website of the Company at http://www.kauveryhospital. com/investors#.
The Annual Report on your Company's CSR activities is appended as Annexure-3 to the Board's Report.
22. Directors and Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Board of Directors is duly constituted. The Directors and Key Managerial Personnel as on date of this report are:
|
S. No.
|
Name of the Director/KMP
|
DIN/PAN
|
Designation
|
|
1
|
Dr. Sundararaj Chandrakumar
|
01867847
|
Executive Chairman (Whole-Time Director)
|
|
2
|
Dr. Selvaraj Manivannan
|
00910804
|
Managing Director
|
|
3
|
Dr. S Vijayabaskaran
|
05139565
|
Non-Executive Non-Independent Director
|
|
4
|
Dr. Thirunavukkarasu Senthil Kumar
|
01742558
|
Non-Executive Non-Independent Director
|
|
5
|
Ms. Narayanasami Jeyanthei
|
07143462
|
Independent Director
|
|
7
|
Mr. Sunil Satyapal Gulati
|
00016990
|
Independent Director
|
|
8
|
Mr. Ravichandran Purushothaman
|
06584433
|
Independent Director
|
|
9
|
Dr. D Senguttuvan
|
-
|
Key Managerial Personnel
|
|
10
|
Mr. Anandababu Kumaraswamy
|
AETPA9622D
|
Chief Financial Officer
|
|
11
|
Ms. Sushma K
|
FJMPS6815P
|
Company Secretary & Compliance Officer
|
During the year under review, following changes occurred in the composition of the Board of Directors and KMP:
|
S.
No.
|
Name of the Director/ KMP
|
DIN
|
Designation
|
Effective
Date
|
Nature of Change
|
|
1
|
Dr D Senguttuvan
|
01867900
|
Whole Time Director
|
11/08/2023
|
Cessation
|
|
2
|
Dr D Senguttuvan
|
NA
|
Key Managerial Personnel
|
11/08/2023
|
Appointment
|
|
3
|
Dr S Vijayabaskaran
|
05139565
|
Non-Executive Non-Independent Director
|
11/08/2023
|
Appointment
|
|
4
|
Mr A Krishnamoorthy
|
00386122
|
Non-Executive Independent Director
|
31/03/2024
|
Cessation
|
|
5
|
CA S Chenthilkumar
|
02621693
|
Non-Executive Independent Director
|
31/03/2024
|
Cessation
|
|
6
|
Mr N Bala Baskar
|
00469656
|
Non-Executive Independent Director
|
31/03/2024
|
Cessation
|
Details of the composition of the Board and that of various Committees of the Board as at the end of the FY 2023-24 are provided in the Corporate Governance Report annexed to the Boards' Report.
23. Declaration given by Independent Directors
All the Independent Directors of the Company have given their declaration under Section 149 (7) of the Companies Act, 2013, confirming that they are in compliance with the criteria as laid down in the said Section for being an Independent Director of the Company. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.
The Statement of Declaration of Independence from Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and the relevant rules and Regulation 16(1)(b) of SEBI Listing Regulations has been obtained from the Independent Directors and the Board has taken on record the same.
All the Independent Directors have registered with the databank of Independent Directors developed by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act, 2013 and obtained Independent Director registration certificate. Further the Independent Directors have also declared that in the event of expiry of their registration with the Data bank, they shall take the necessary steps to renew their registration in accordance with the applicable provisions of the Companies Act 2013 read with rules made thereunder.
24. Policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for the selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
25. Particulars of contracts or arrangements with related parties
During the financial year 2023-24 the contracts and arrangements entered by the Company with related parties were on an "arm's length" basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interests of the Company at large.
The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website.
The details of contracts or arrangements with related parties entered during the year are given in a separate report as Annexure-1.
26. Risk Management
The Company approaches Risk Management by identification, assessment, monitoring and mitigation of various risks that the company may face in its business. The Company's enterprise Risk Management approaches, identifies and categorizes the major risks relating to Operations and Finance. The Company's objective is to achieve a balance between acceptable levels of risk and reward in effectively managing its Operational, Financial, Business and other risks which is carried out through the Risk Management Committe/ Audit Committee Audit committee which meets at periodic intervals.
27. Reporting of Frauds
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.
28. Secretarial Audit Report
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Alagar & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company in the Board Meeting held on 12th February 2024, for the FY 2023-24. The Secretarial Audit Report issued by the Company's Secretarial Auditor M/s. Alagar & Associates is annexed and forms part of this Report in Annexure-2. The report does not contain any qualification.
29. Number of meetings of Board
The details of the number of meetings of the Board of Directors are included as a part of Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.
30. Composition of Audit Committee
The Audit Committee of the Company has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI Listing Regulations. The details of the Audit Committee are included as a part of Corporate Governance Report.
31. Details of establishment of vigil mechanism
The Company has formulated and adopted a vigil mechanism for employees to report genuine concerns to the Chairman of the Audit Committee. The policy provides opportunities for employees to access in good faith, the Audit Committee, if they observe unethical and improper practices. The Whistle Blower policy of the Company is available in the website of the Company and the same can be accessed at http://www.kauveryhospital.com/ investors#.
32. Prevention of Insider Trading
The Company has adopted a code for prevention of insider trading with a view to regulate trading and securities by the Directors and designated employees of the Company. The code requires preclearance for dealing in the Company's securities and prohibits the purchase or sale of Company's Securities while in possession of unpublished price sensitive information and during the period when the trading window is closed.
The company maintains a structured digital database called "Vigilant" software wherein the details of all the designated persons are being captured in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
33. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Regulation 19 of the SEBI Listing Regulations, the Board of Directors of the Company has completed a formal evaluation of their performance and that of its Committees and individual directors.
34. Separate Meeting of Independent Directors
The Independent Directors of the Company had met during the financial year to review the performance of the Non-Independent Directors, Chairman (after taking into account the views of Executive and NonExecutive Directors of the Company) and Board as a whole and also the access, quality, quantity and timeliness of the flow of information between the Company's management and the Board.
During the Financial Year under review the Independent Directors met on 1st February, 2024 and all the Independent Directors attended the Meeting without the presence of the Non-Independent Directors and the members of the management.
35. Listing fees:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Limited, Stock Exchange where the company's shares are listed.
36. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:
The Company has in place a Policy on prevention of Sexual Harassment, in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH).
The company had not received any Complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the financial year 2023-24.
37. Directors' Responsibility Statement as required under Section 134 (5) of the Companies Act, 2013
In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
(ii) 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 of the company for that period.
(iii) 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.
(iv) the directors had prepared the annual accounts on a going concern basis.
(v) the directors, had laid down internal financial controls and such internal financial controls are adequate and were operating effectively.
(vi) 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.
38. Material changes and commitments affecting financial position between the end of the financial year and the date of the report
There is no change in the nature of business of the Company during the year. There are no material changes and commitments in the business operations of the Company since the close of the financial year on 31st March, 2024 to the date of this report.
39. Familiarization Programme for Independent Directors:
The Board members are provided with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The details of such familiarization programmes for the Independent Directors are posted on the website of the Company.
40. Applicability of maintenance of Cost Records as Specified by the Central Government
As per Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, Company is maintaining Cost Records as specified by the Central Government.
The Company had appointed M/s G Sugumar & Co, Cost Accountants (Registration No. 102522), Chennai, for auditing the cost records of the Company for the FY 2023-24.
41. Secretarial Standards
The company has complied with the applicable Secretarial Standards, as amended from time to time.
42. Acknowledgments
We thank the various Government Agencies and Banks for their continued support and cooperation to the Company. We place on record our appreciation of the contribution made by our employees, consultants and officers of the Company during the year under report.
For and on behalf of the Board of Directors Dr S Manivannan Dr S Chandrakumar
Place: Chennai Managing Director Executive Chairman (Whole-Time)
Date: May 29, 2024 DIN: 00910804 DIN: 01867847
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