| The Directors have pleasure in presenting the 26th Annual Report
together with Audited Statement of Accounts for the year ended 31st
March 2015.
The year under review has proved to be a watershed in the company's
operations resulting in a sharp reduction in turnover and consequences
thereof.
The company has managed to record a turnover of Rs. 606.05 Lacs as
compared to a turnover of Rs. 3685.23 Lacs for the previous year ended
31st March, 2014. During the year under review, Profit (Loss) before
interest, depreciation and taxation was Rs. (1290.64) Lacs as compared
to Rs. 847.79 Lacs in the previous year ended 31st March, 2014.
During the year under review, a strategic decision was taken to
disinvest as a 'going concern' the diagnostic unit of your company
located at VIMHANS, Nehru Nagar, New Delhi. This was done in order to
reduce the debt of the company and recognizing that the business is
likely to face adverse pricing pressures, in the days to come. While
this sale has brought down the debt of your company, it has also meant
a significant reduction of the turnover during FY 2014-15.
With the completion of this restructuring, the excellent reputation of
the hospital at Noida, we are confident that company would return to
its good operations, as it has done in its long history. Besides, it
enjoys location advantages of Noida, which is one the fasted growing
cities in the country.
We sincerely thank our shareholders, bankers, employees, doctors,
consultants, and all stakeholders for their continued faith,
co-operation and support.
FINANCIAL RESULTS: (Rs in Lacs)
Current Year
(2014-2015) Previous Year
(2013-2014 )
Income 474.27 3648.25
Other Income 131.78 36.98
Profit before
interest &
depreciation &
taxation (1290.64) 847.79
Interest 400.11 225.66
Depreciation 657.19 1036.97
Profit (Loss)
Before Tax (2347.94) (414.83)
Provision for
tax/fringe benefits NIL NIL
Profit (Loss) after tax (2241.30) (343.05)
FINANCE
During the year under report, Kotak Mahindra Bank Ltd. continued to be
the main banker of the company and the company has been able to reduce
its term loan facility to Rs. NIL as on 31st March 2015.
During the previous year, a deferred three year FLC of USD 3193000 for
import of Imaging & Diagnostic Equipment, fell due and converted at a
prevailing foreign exchange rate. This resulted in additional financial
liability of Rs. 6.08 crores apart from conversion of rest into rupee
term loan of Rs. 12.30 crores. The details of repayment of loan and
present liability of the bank as on 31st March 2015 are being give
hereunder:-
SECURED (RUPEES IN LACS) -DETAILS OF LOAN TAKEN FROM KOTAK MAHINDRA
BANK
Sl.
No. Sanction Loan Amount Nature
Date
1 Mar-09 350.00 LAP
2 Apr-09 275.00 LAP
3 Sep-09 100.00 LAP
4 Dec-10 200.00 LAP
5 Dec-10 100.00 LAP
6 Mar-11 175.00 LAP
7 Jul-11 125.00 LAP
Equipment
8 Oct-11 150.00 Loan
Equipment
9 Jan-12 15.00 Loan
10 May-12 200.00 WCTL
Mar'09 to
11 450.00 OD
Aug'15
Total 2,140.00
Sanction Outstanding as Principal Paid Interest
Date on 20/08/2015 Paid
Mar-09 - 350.00 114.6
2
Apr-09 - 275.00 93.4
9
Sep-09 - 100.00 29.6
5
Dec - 10 - 200.00 66.1
9
Dec - 10 - 100.00 36.1
3
MAR-11 - 175.00 62.8
7
Jul-11 - 125.00
Oct-11 - 150.00 57.2
3
Jan-12 - 15.00 0.8
1
May-12 - 200.00 72.6
8
Mar'09 to 382.8
450.00 - 2
Aug'15 916.4
450.00 1,690.00 9
SECURED (RUPEES IN LACS) -DETAILS OF LOAN TAKEN FROM DHANLAXMI BANK
Sl.
No. Sanction Loan Amount Nature
Date
Equipment
1 May'2011 350.00 Loan
Equipment
2 March'2014 636.00 Loan
Equipment
3 March'2014 594.00 Loan
FLC
4 March'2014 758.00 Devolvement
Total 2,338.00
Sanction Outstanding as Principal Paid Interest
Date on 20/08/2015 Paid
May'2011 41.11 308.89 100.67
March'2014 492.44 143.56 120.70
March'2014 532.54 61.46 120.05
March'2014 - 758.00 88.00
Total 1,066.09 1,271.91 429.42
TRANSFER TO RESERVE
Your board has not recommended any transfer to the Reserve during the
year under consideration.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is nothing to report under this head as company has not changed
its nature of Business during the financial year under consideration
SHARE CAPITAL
There is no change in the share capital of the company during the year
and hence no comment is required.
DIVIDEND
Your company has not paid any dividend for the year under
consideration.
PUBLIC DEPOSITS
The company has not invited any deposit from the public.
BOARD EVALUATION
The Board evaluated the effectiveness of its functioning and that of
the Committees and of individual directors by seeking their inputs on
various aspects of Board/Committee Governance. The aspects covered in
the evaluation included the contribution to and monitoring of corporate
governance practices, participation in the long-term strategic planning
and the fulfillment of Directors' obligations and fiduciary
responsibilities, including but not limited to, active participation at
the Board and Committee meetings. The Chairman and Managing Director
had one-on-one meetings with the Independent Directors and the Chairman
of the Nomination and Remuneration Committee had one-on-one meetings
with the Executive and Non-Executive Directors. These meetings were
intended to obtain Directors' inputs on effectiveness of
Board/Committee processes. The Board considered and discussed the
inputs received from the Directors. Further, the Independent Directors
at their meeting reviewed the performance of Board, Chairman and
Managing Director and of Non-Executive Directors.
NOMINATION AND REMUNERATION POLICY [COMPANY'S POLICY ON APPOINTMENT OF
DIRECTORS, THEIR REMUNERATION AND OTHER RELATED THINGS]
The company is having its policy on appointment of Directors, their
Remuneration and other related things which are in conformity with the
Laws, Rules and Regulations. The Nomination and Remuneration Committee
of the Board has to play a wider role in the matter. The Board has, on
the recommendation of the Nomination and Remuneration Committee framed
a policy for selection and appointment of Directors, Senior Management
and their Remuneration. As part of the policy, the Company strives to
ensure that:
a) the level and composition of Remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;
b) relationship between Remuneration and Performance is clear and meets
appropriate Performance Benchmarks; and
c) Remuneration to Directors, KMP and Senior Management involves a
balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company and
its goals.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this report.
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of employees drawing remuneration in
excess of the limits set out in the said Rules forms part of the
Report.
The said information is also available for inspection at Registered
Office of the Company during working hours. Any member interested in
obtaining such information by post may write to the Company Secretary,
at the registered office and the same will be furnished on request.
Further the details are also available on the Company's website:
www.nmc.co.in
The company has received notice of candidature in writing under section
160 of the Companies Act, 2013, proposing candidature of the persons
seeking appointment/re-appointment as its Director/Independent
Director/Woman Director. Resolutions seeking approval of the
shareholders for the aforesaid Reappointment/Appointment of the
directors have been incorporated in the Notice of the Annual General
Meeting. The Board has constituted/reconstituted its various committees
with a view to comply with the provisions of the Companies Act, 2013
and Rules and Regulations made there under. The information on the
particulars of the Directors Seeking Reappointment, as required under
clause 49 of the Listing Agreement, has been furnished in the notice to
the shareholders for Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
The independent Directors of the company, in opinion of the Board, are
the person of integrity and possess relevant expertise and experience.
They are or were not a Promoter of the Company or its Holding,
Subsidiary or Associate Company and they are not related to Promoters
or Directors of the Company, its Holding, Subsidiary or Associate
Company. They including their relatives have or had no Pecuniary
Relationship with the Company, its Holding, Subsidiary or Associate
Company, or their Promoters, or Directors, during the Two Immediately
Preceding Financial Years or during the Current Financial Year. They
are not related with the Company in any Manner or aspect except being
Independent Director. The declaration as required under section 149 (6)
have already been obtained.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
There are no subsidiary/Joint Ventures/Associate Companies and hence no
comment is required.
COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER
There is no qualification, reservation or adverse remark or disclaimer
made by the auditor in his report; and by the company secretary in
practice in his secretarial audit report, hence no comment is required.
INTERNAL CONTROL SYSTEM
This Forms an integral part of the Management Discussion and Analysis
Report.
DISCLOSURE ABOUT COST AUDIT AND COST RECORDS
The provisions pertaining to Cost Audit are not applicable to your
company.
S ECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act, Rules and Regulations made there
under, the Company had appointed M/s. AKP & Associates, Company
Secretaries (Practicing Company Secretary) as Secretarial Auditor of
the company for the year 2014-15. The Board Considers their services
valuable as far as betterment of the company is concerned and has
proposed their re-appointment as Secretarial Auditors of the Company
for the year 2015-16. The report of the Secretarial Auditors has been
obtained and is being annexed to this report. The report is
self-explanatory and do not call for any further comments.
VIGIL MECHANISM
Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for Directors and Employees to Report
Genuine Concerns has been established. The purpose is to strengthen its
policy of corporate transparency and to establish an innovative and
empowering mechanism for employees. Employees can report to the
Management their concerns about unethical behavior, actual or suspected
fraud or violation of the company's code of conduct or ethics or
policy.
RISK MANAGEMENT POLICY
Company is exposed to inherent uncertainties owing to the sectors in
which it operates. A key factor in determining a company's capacity to
create sustainable value is the risks that the company is willing to
take (at strategic and operational levels) and its ability to manage
them effectively. Many risks exist in a company's operating environment
and they emerge on a regular basis. The Company's Risk Management
Process focuses on ensuring that these risks are identified and
addressed on a timely basis. The Board of Directors has constituted a
Risk Management Committee. The Committee has adopted a Charter that
outlines the role, responsibilities and power of the Committee and the
procedure for organizing the meeting of the Committee. The purpose of
the Committee is to assist the Board of Directors in fulfilling its
oversight responsibilities with regard to Enterprise Risk Management.
The Committee reviews the risk management practices and actions
deployed by the Management with respect to identification, impact
assessment, monitoring, mitigation and reporting of key risks. Further,
the Committee endeavors to assist the Board in framing, implementing
and monitoring the Risk Management Plan for the Company and reviewing
and guiding the risk policy. The Committee also guides Management in
developing the Risk Management Policy and in implementing an
appropriate Risk Management System/Framework for the Company.
HEALTH, SAFETY & WELFARE (HSW)
Safety, occupational health and welfare of the employee has been the
prime concerns of the Noida Medicare Centre Limited and accordingly
your company has worked upon implementation of various provisions and
facilities in this regard and continuously working for betterment of
the same.
DETAILS OF THE BOARD MEETING
The Details of the Board meeting held during the year ended on
31-03-2015 forms an integral part of Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March 2015
CORPORATE GOVERNANCE
Your company continues to place greater emphasis on managing its
affairs with diligence, transparency, responsibility and
accountability. It is the Endeavour of the company to implement these
values to attain Excellency in all the fields directly or indirectly
related to the company. The company has implemented the conditions of
Corporate Governance as stipulated in clause 49 of the Listing
Agreement with Stock Exchanges during the year ended 31st March 2015. A
report on Corporate Governance along with a certificate of compliance
from the Auditors' of the company is annexed and forms part of this
report.
A declaration by the Chairman & Managing Director pursuant to clause
49(1) (D)(ii) of the Listing Agreement stating that all the Board
Members and senior Management of the Company have affirmed compliance
with the code of conduct, during the financial year ended 31st March
2015 is also attached with this report.
auditors
The Audit Committee of the Company has recommended M/s N.K. Duggal &
Co., Chartered Accountants, Statutory Auditors of your Company, who
retire at the conclusion of the forthcoming Annual General Meeting to
be reappointed as Statutory Auditors for the next years subject to
ratification by the shareholders. The members be informed that the
statutory auditors have furnished a certificate required under section
139 read with Section 141 of the Companies Act, 2013, to the effect
that their re-appointment, if made, would be in conformity with the
conditions prescribed in this regards. They being eligible have offered
themselves for re-appointment. Members are requested to consider their
re-appointment for next financial year.
auditors' report
The Audit Report does not contain any adverse remarks. The Notes
forming part of the Accounts, being self-explanatory, the comments made
by the Auditors in their report are not being dealt separately.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report is attached.
DISCLOSURE AS PER RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The disclosure as per rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is being attached
separately as an integral part of this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
No such changes and commitments have taken place during the year under
consideration.
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 is nothing to report under this head.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
There is nothing to report under this head.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies
Act, 2013, are at arm's length basis and hence, Discloser in Form No-
AOC-2 is not being given.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place, a new Act
The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, has been notified on 9th
December, 2013. Under the said Act every company is required to set up
an Internal Complaints Committee to look into complaints relating to
sexual harassment at work place of any women employee. Company has
adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy.
During the year Company has not received any complaint of harassment.
C ONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
a) Conservation of energy
S
No. Particulars Details Information
(i) the steps taken or impact on
conservation of energy - Phasing out of mercury
lamps/CFL with LED Lamps.
- Optimizing the usage of
AHU's to avoid idle running
- Maintenance of plant on a
regular basis.
(ii) the steps taken by the
company for utilizing
alternate sources of
energy -
(iii) the capital investment on
energy conservation
equipment's -
(b) Technology absorption
S
No. Particulars Details Information
(i) the efforts made towards
technology absorption The company focuses and
strives hard to
continuously upgrade
the technology to
deliver quality healthcare
of international standards
without, however
resorting to any imports
(ii) the benefits derived like
product improvement, cost
reduction, product -
development or import
substitution
(iii) in case of imported technology
(imported during the last
three years -
reckoned from the beginning
of the financial year) -
(a) the details of technology
imported;
(b) the year of import;
(c) whether the technology been
fully absorbed;
(d) if not fully absorbed, areas
where absorption has not taken
place, and -
the reasons thereof; and
(iv) the expenditure incurred on
Research and Development -
(c) Foreign exchange earnings and Outgo
Foreign Exchange Transaction Details Particulars Current Year (Rs.)
Previous Year (Rs.)
a) Expenditure in Foreign Currency NIL NIL
b) Earnings in Foreign Exchange NIL NIL
CORPORATE SOCIAL RESPONSIBILITY
Your hospital always has a deep sense of responsibility towards the
community and takes its social commitment very seriously. The recent
provisions of the companies Act 2013, however, are not applicable to
your company but as a committed healthcare organization it has
constituted a committee of independent/nonexecutive directors to guide/
suggest to the Board, various CSR measures from time to time. During
the year under report, your hospital has organized many free health
check-up camps of varied medical disciplines at the hospital premises
and also at the premises of public/private service corporations.
Besides your hospital has been providing subsidized / free medical
services to the under privileged section of the society.
HUMAN RESOURCE
This forms part of the Management and Discussion Analysis Report
annexed with the Board Report.
NABH ACCREDITATION
Your Hospital at Noida has applied for National Accreditation Board for
Hospitals & Healthcare Providers (NABH) Accreditation and has submitted
the relevant tool kit. The NABH pre assessment has already been done
and final assessment is underway. A regular training is being imparted
to the employees of the hospital at all levels.
LISTING
The Equity Shares of your company are listed with Delhi Stock Exchange
Association Ltd., Bombay Stock Exchange Ltd., The U.P. Stock Exchange
Association Ltd. Your company has paid Listing Fees for the year
2014-2015 to all the three Stock Exchange(s).
DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 134 OF THE COMPANIES
ACT, 2013
The financial statements are prepared in accordance with the Indian
Generally Accepted Accounting principles (GAAP) under the historical
cost convention on the accrual basis. GAAP comprises mandatory
accounting standards as prescribed by the Companies (Accounting
standard) Rules 2006, the provisions of the Companies Act, 2013, and
the guidelines issued by the SEBI. The Board accept responsibility for
integrity and objectivity of these financial statements. The Accounting
policy used in preparation of the financial statements has been
constantly applied except otherwise mentioned in the Notes. The Board
has taken sufficient care to maintain adequate accounting records in
accordance with the provisions of the Companies Act, 2013, to safeguard
the assets of the company and to prevent and detect fraud and other
irregularities. Pursuant to the requirement under Section 134 (3) read
with 134 (5) of the Companies Act, 2013, with respect to Directors'
Responsibility Statement, it is hereby confirmed that:
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 laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively;
f) 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.
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT
PERSONNEL WITH
THE CODE OF CONDUCT
The declaration regarding compliance by board members and senior
management personnel with the code of conduct of the company has been
obtained and forms part of this Annual Report
APPRECIATION
Your Directors wish to thank and deeply acknowledge the co-operation,
assistance and support extended by Bankers, Statutory Auditors,
Practicing Company Secretaries. Your Directors also wish to place on
record their appreciation for the sincere and dedicated services
rendered by the Consultant Doctors and Employees at all levels, and
also thank the Private/Public Sector Corporation(s), Government
Authorities, business associates for their continued support and
co-operation.
The Directors also take this opportunity to thank the fraternity of
shareholders for their continued confidence & trust reposed in the
company.
For and on behalf of the Board
Date: 14-11-2015 Dr. Naveen Chaudhri
Place: Noida (U.P.) Chairman & Managing Director | 