Your Directors are pleased to present the 34th Directors Report of your Company along with the
Audited Financial Statement for the financial year 2023-24.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The total income of the Company for the financial year 2023-
compared to previous financial year 2022-

Lakhs. The profit before tax for the Financial Year 2023-2024 \sK. 10.38 Lakhs as against the profit
of 128.05 Lakhs in the previous year (excluding Other Comprehensive Income). The loss after
tax of the Company for the Financial Year 2023-

Tax of ?. 89.05 Lakhs in the previous year. The other comprehensive income for the Financial Year
2023-

of the Company performance during the financial year 2023-24 is given in Annexure-I to the
Directors Report -Management Discussion and Analysis Report.

Patients' inflow was marginally reduced resulting in minor drop in the revenue. The Company's
performance is expected to improve during the next financial year.

Mrs. Jayanthi Radhakrishnan, (DIN: 09025308) Director is liable to retire by rotation at the ensuing
34th Annual General Meeting and being eligible offers herself for re-appointment.

A brief profile of Mrs. Jayanthi Radhakrishnan (DIN: 09025308) as required under Regulation 36(3)
of the SEBI (LODR) Regulations, 2015 and justification for her appointment is enclosed as Annexure
to the Notice of the 34^th Annual General Meeting.

The Company has received declaration from all the Independent Directors that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013 read with the
Schedule and Rules issued thereunder. The Independent Directors of the Company have confirmed

with the

Indian Institute of Corporate Affairs ('MCA') in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment & Qualification of Directors) Rules, 2014.

The Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of
the Companies Act, 2013 including changes made during the year is as mentioned below:

DIVIDEND:

The Company has reported Net Loss after Tax of K. (42.74) Lakhs in the Financial year 2023-24
accordingly your Board of Directors has not recommended any dividend for the financial year ended
31st March 2024.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND:

In compliance with the provisions of Section 124 of the Companies Act, 2013 and rules made
thereunder the Company had no unclaimed dividend to be transferred to Investor Education and
Protection Fund and there is no unclaimed dividend lying in the Company's Unpaid Dividend
Account. In view of the above, the Company was not required to transfer any amount to Investor
Education and Protection Fund.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013:

For the financial year ended 31st March, 2024, the Company has not proposed to carry any amount
to General Reserve Account.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor has any subsidiary company, therefore, disclosure under
Section 197(14) of the Companies Act, 2013 is not applicable.

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF
REPORT:

There have been no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this financial statements relate
and the date of this report.

SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31, 2024 was 746.89 lakhs. The
Company has neither issued any shares with differential voting rights nor granted stock options or
sweat equity.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the business activities of the Company.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE: Pursuant to the provisions of the
Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI (LODR)
Regulations, 2015 and further circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5,
2017 issued by SEBI on "Guidance note on Board evaluation", evaluation process was carried out
internally for the performance of the Board, its Committees and Individual Directors. The
Independent Directors have reviewed the performance evaluation of Non-Independent Directors
and the Board as a whole. The Nomination and Remuneration Committee carried out evaluation of
performance of each Director. The Board of Directors carried out performance evaluation of the
Board, each Director and the Committees for the financial year ended 31^st March, 2024 based on
various aspects which inter-alia, included the level of participation in the Board Meetings,
understanding of their roles and responsibilities, business of the Company along with the
effectiveness of their contribution.

The board and the committees were evaluated on various criteria as stated below:

1. Composition of the Board and Committees.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the Board and Committees.

4. Effective Conduct of Board and Committee Meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks
and achieving the goals.

The Board also carried out the evaluation of Directors and Managing Director based on following
criteria:

1. Attendance at the meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board.

SUCCESSION PLANNING:

The Nomination and Remuneration Committee works with the Board on the succession plan and
prepares for the succession in case of any exigencies.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS, AUDIT COMMITTEE AND OTHER
COMMITTEES:

The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performances of the Company. The Board Meetings are pre-scheduled and a
tentative annual calendar of the Board meeting is circulated to the Directors well in advance to
facilitate the Directors to plan their schedules. The details of number of board meetings and other
committee meetings held during the Financial Year 2023-24 are as follows:

BOARD MEETINGS

AUDIT COMMITTEE MEETINGS

NOMINATION AND REMUNERATION COMMITTEE MEETINGS

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

COMPOSITION OF BOARD:

Mrs. R. Gomathi (DIN: 02900460) - Managing Director

Mrs. Jayanthi Radhakrishnan (DIN: 09025308) - Non- Executive Director (w.e.f. 12.08.2023)

Mr. K. Meyyanathan (DIN: 07845698) - Independent Director

Mr. N. Rajkumar (DIN: 00617000) - Independent Director

No. of Board Meetings: 7:

Date of Meeting:27.05.2023, 12.08.2023, 09.11.2023, 24.11.2023, 09.01.2024, 13.02.2024 and
06.03.2024

The interval between two Board Meetings was well within the maximum period mentioned under
section 173 of the Companies Act, 2013 and SEBI Listing (Disclosures and Obligations
Requirements) Regulations, 2015.

COMPOSITION OF COMMITTEES OF BOARD:

DECLARATION OF INDEPENDENCE AND MEETING OF INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Company
and placed at the Board Meeting of the Company.

A separate meeting of Independent Directors was held on 13^th February, 2024.

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy
which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel
and Senior Management cfthe Company. The policy also lays down the criteria for selection and
appointment of Board Members. The Remuneration Policy is available on the website of the
company. The salient features of the policy are given below:

Nomination & remuneration Policy:

In accordance with the Nomination and Remuneration Policy, the Nomination and

Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee shall formulate the criteria for determining qualifications, positive
attributes and independence of a director.

2. The Committee shall identify persons who are qualified to become Director and persons
who may be appointed in Key Managerial and Senior Management positions in accordance
with the criteria laid down i n this policy.

3. Recommend to the Board, appointment and removal of Director, KMP and Senior
Management Personnel.

4. The Board shall carry out evaluation of performance of every Director, Managerial Person,
KMP and Senior Management Personnel at regular interval (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Person, KMP and
Senior Management Personnel will be determined by the Committee and recommended to
the Board for approval. The remuneration/ compensation/ commission etc. shall be subject
to the prior/ post approval of the shareholders of the Company and Central Government,
wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended
by the Committee to the Board which should be within the slabs approved by the
Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief
Executive Officer, Chief Financial Officer, the Company Secretary and any other employees
for indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel. Provided that if such
person is proved to be guilty, the premium paid on such insurance shall be treated as part
of the remuneration.

8. The Non-Executive/ Independent Director may receive remuneration by way of fees for
attending meetings of Board or Committee thereof provided that the amount of such
fees shall not exceed

as may be prescribed by the Central Government from time to time.

9. Commission to Non-Executive/ Independent Directors may be paid within the monetary limit
approved by shareholders, subject to the limit not exceeding 1% of the net profits of the
Company computed as per the applicable provisions of the Companies Act, 2013.

RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and as per the provisions of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended, the Company has adhered to the principles of sound risk management and already
has a Risk Management Policy duly approved by the Board which is periodically reviewed by the

is to ensure the

effective identification and reporting of risk exposures, involvement of all departments and
employees in risk management, to ensure continuous growth of business and protect all the
stakeholders of the Company.

The Audit Committee and Board of Directors consider the risk exposure before approving a strategic
decisions taken by the Company. Further the Company has strong internal control system in place
to identify the risks at any stage of the business. This internal control system is further reviewed by
the internal auditors of the Company and a report is submitted to the Audit Committee. The
Committee based on the report of internal auditors advises on the necessary action to be taken in
case of any deviation from required standards.

AUDITORS AND THEIR REPORT:

M/s. MRC & Associates, Chartered Accountants (FRN: 0004005S), Chennai, have resigned from
the post of Statutory Auditor of the Company on 09^th November, 2023. Hence, for the audit of
accounts of the Company for the FY 2023-24, the Board at its meeting held on 24^th November,

2023 approved the appointment of M/s. Elias George & Co., Chartered Accountants (FRN:
000801S), Chennai, as Statutory Auditors of the Company to fill the casual vacancy upon resignation
of M/s. MRC & Associates, Chartered Accountants subject to approval of the members at the
General Meeting. The shareholders at the Extra-Ordinary General Meeting held on 04^th January,

2024 approved the appointment of M/s. Elias George & Co., Chartered Accountants, having
Chartered Accountants, for auditing the books of accounts for Financial Year 2023-24.

There are no qualifications or observations or remarks made by the Statutory Auditors in their report
for the financial year 2023-24.

COST AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies
(Cost Records and Audit) amendment rules, 2014, the Company's product does not fall under the
purview of Cost Audit.

INTERNAL AUDIT:

As per the requirements of Section 138 of the Companies Act, 2013 and the rules made there under,
M/S. R. Baskaran & Co., Chartered Accountants were appointed as Internal Auditors of the Company
for the financial year 2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed review of the operations, performance and future outlook of the Company and its
businesses is given in the Management Discussion and Analysis, which forms part of the Annual
Report - Annexure I.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under,
the Company has appointed Mr. T. Murugan, Practising Company Secretary (Membership
No.A11923/C.P.No.4393) to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report for the year 2023-24 is included as "Annexure II" and forms an integral part of this Report.
The Secretarial Audit Report was placed before the Board on 30^th May, 2024. There are no
qualification, reservation and adverse remarks in the Secretarial Audit Report.

ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, is available on company's website and
can be accessed at www.cmmh.in

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

During the financial year 2023-24, your Company has entered into transactions with related parties
as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length
basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under.
All the Directors have disclosed their interest in Form MBP-1 and as and when any changes in
their interest take place, such changes are placed before the Board at its meetings. 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
interest of the Company at large. Disclosure in Form AOC-2 under Companies (Accounts) Rules,
2014 is attached (ANNEXURE-III).

The details of the related party transactions as required under Indian Accounting Standard - 18 are
set out in Note to the standalone financial statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans, guarantees or made any
investments within the purview of Section 186 of the Companies Act, 2013.

VIGIL MECHANISM/WHISTLE BLOWER/INSIDER TRADING POLICY:

Your Company has in place Whistle Blower Policy approved by Board of Directors in compliance with
provisions of Section 177 (10) of the Companies Act, 2013. The policy provides a mechanism to the
Directors and Employees to voice their concerns regarding irregularities in the Company in an
effective manner. The mechanism provides for adequate safeguards against victimization of
Directors and employees to avail the mechanism and also provides for direct access to the Chairman
of the Audit Committee in exceptional cases. There were no complaints received during the year
2023-24.

The amended policy pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations,
2018 effective from 1st April, 2019 has been uploaded in the website of the Company at
www.cmmh.in

RECOMMENDATIONS OF AUDIT COMMITTEE & IT'S COMPOSITION:

During the year all the recommendations of the Audit Committee were accepted by the Board.
Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is
given as under:

Mr. K. Meyyanathan (DIN: 07845698), Independent Director, Chairman of the Committee, Mrs. R.
Gomathi (DIN:02900460), Member; Mr. N. Rajkumar (DIN:00617000), Member, Mr. R.
Deenadayalu, Company Secretary of the Company was the Secretary of the Committee till 6.3.2024
and Mr. Bharatraj Panchal, Company Secretary of the Company was appointed as Secretary of the
Committee w.e.f. 7.3.2024.

PUBLIC DEPOSITS:

The Company has not accepted and/or renewed any public deposits from the public during the
financial year 2023-24 under review within the meaning of Sections 73 and 76 of the Companies
Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted the Internal Complaints Committee as required under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). The
Company has in place the Anti-Sexual Harassment Policy in line with the requirements of the said
Act. No Complaints were received during the year under review. The Policy is also available on our
website at the link: www.cmmh.in

INDEPENDENT DIRECTORS COMMITTEE:

The Company has in place Independent Directors Committee as required under SEBI (Listing
Obligations and Disclosures Requirements) Regulations 2015.

CORPORATE GOVERNANCE:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015, your Company does not fall under the purview of complying with
the provisions of Corporate Governance. During the year your Company has informed the non¬
applicability provision to the Bombay Stock Exchange. Since, the provision of Corporate Governance
is not applicable for the entire Financial Year 2023-24, a separate report of Corporate Governance
is not disclosed in the Annual Report 2023-24.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Bombay
Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from
14^th September, 2024 to 20^th September, 2024 (both days inclusive).

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

Ý In the preparation of the annual accounts for the financial year ended 31st March, 2024, the
applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been
followed and there are no material departures from the same;

Ý The Directors have 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 your Company as at 31st March, 2024 and of the
statement of profit and loss of the Company for the financial year ended 31st March, 2024;

Ý Proper and sufficient care has been taken for the maintenance of adequate accounting
records in 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;

Ý The annual accounts have been prepared on a 'going concern' basis;

Ý Proper internal financial controls laid down by the Directors were followed by the Company
and that such internal financial controls are adequate and were operating effectively; and

Ý Proper systems to ensure compliance with the provisions of all applicable laws were in place
and that such systems were adequate and operating effectively.

PERSONNEL:

None of the employees except Chief Executive Officer of the Company drew remuneration which in
the aggregate exceeded the limits fixed under Section 134(3)(q) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as required under Section 134(3)(q) read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are given below:

*Not a relative of any Director of the Company.
No of Shares held: 1691 (0.02%)

PARTICULARS OF REMUNERATION:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 details of the
ratio of remuneration of each Director to the median employee's remuneration is furnished
hereunder:

In lakhs)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo, as stipulated under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, is set out herewith as ' to this Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS:

During the year, the Company has not received any significant and material orders passed by the
Regulators or courts or tribunals which would affect the going concern status of the Company and
its future operations.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or
Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

REPORTING OF FRAUDS BY AUDITORS:

There is no fraud reported in the Company during the Financial Year ended 31st March, 2024. This
is also being supported by the report of the auditors of the Company as no fraud has been reported
in their audit report or the Financial Year ended 31st March, 2024.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal control systems which is commensurate with the size,
scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and
adequacy of internal control system in the company, its compliance with operating systems,
accounting procedures and policies of the company. There is involvement from both management
and functional heads with periodic meetings to discuss issues, weaknesses and progress of the
company's internal financial control program.

The internal audit conducted for every quarter further scrutinizes the functioning of various areas
of operations and gives its observation to the Audit Committee. Required action is taken based on
the decision of the Audit Committee on the observations by the internal auditor.

Various processes like procurements, maintenance, marketing, accounting etc. are reviewed
periodically both internally and by the internal auditors in a way which is commensurate with size
& complexity of operations of the Company.

The above process helps the company in taking precautionary measures, making the existing
process more efficient, bringing accuracy in accounting which enables orderly conduct of the
business.

PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013
read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 except Chief Executive Officer.

NAMES OF TOP 10 EMPLOYEES OF THE COMPANY IN TERMS OF REMUNERATION DRAWN

(OTHER THAN KEY MANAGERIAL PERSONNEL)

DUES TO SMALL & MICRO ENTERPRISES

Dues outstanding more than 1,00,000/- to Small and Micro Industrial Units: Nil

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI ON BOARD MEETINGS AND
GENERAL MEETINGS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors
(SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and
approved by the Central Government.

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Human Resource is the foundation for any organization and its primary objective is to ensure
the availability of competent and suitable workforce to the organisation as well as to meet the
needs, aspirations, values and dignity of individuals/employees having due concern for the socio¬
economic problems of the people of the country. The employees are compensated with suitable
remuneration based on the size of operations and achievement of the goals of the department.
There have been no major disputes during the financial year and the Company enjoys cordial
relationship with all its employees.

SOCIAL RESPONSIBILITY:

Your Company believes in importance of education in the growth of individuals and the economy
as whole.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under the criteria i.e. net worth or turnover or net profit, as prescribed
in Section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility
provisions.

CAUTIONARY STATEMENT:

Shareholders and Readers are cautioned that in the case of data and information external to the
Company, no representation is made on its accuracy or comprehensiveness though the same are
based on sources believed to be reliable. Utmost care has been taken to ensure that the opinions
expressed by the management herein contain its perceptions on the material impacts on the

ontain forward-looking statements which
are extremely dynamic and increasingly fraught with risk and uncertainties. Actual results,
performances, achievements or sequence of events may be materially different from the views
expressed herein.

ACKNOWLEDGEMENT:

Your Directors would like to express sincere gratitude to the customers, bankers and other business
associates for the continued cooperation and patronage. Your Directors acknowledge the ongoing
trust and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your
Directors place on deep appreciation for the contribution made by employees at all levels.

Your Directors extend its heart felt gratitude for the continued support and trust by the shareholders
on the Company.

For and on behalf of the Board

Place: Chennai

Date: 13^th August, 2024 R. Gomathi

Managing Director
(DIN:02900460)