Directors Report of Chennai Meenakshi Multispeciality Hospital Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 25th Annual Report and Audited Statement of Accounts of the Company for the year ended 31!t March, 2015.

PERFORMANCE AT A GLANCE: (Rs. in Lakhs)

Year ended Year ended Particulars 31.03.2015 31.03.2014

Gross Income 1898.88 1800.20

Profit / (Loss) Before Depreciation, Tax a Financial Expenses 225.77 268.47

Financial Expenses 138.38 139.35

Depreciation 118.71 80.95

Profit/(Loss) Before Tax (31.32) 48.18

Less: Exceptional Items 65.89

Tax Expenses:

a. Current Tax - -

b. Fringe Benefit Tax - -

c. Deferred Tax Liability - -

d. Income Tax for earlier year - 3.54

Profit / (Loss) for the year carried to Balance Sheet (97.21) 44.64

DIVIDEND

No Dividend has been recommended by the Board in view of losses suffered by the Company in FY 2014-15.

TRANSFER TO RESERVES:

As the company has suffered loss, there are no transfers made to Reserves a Surplus during the year under review.

BUSINESS OPERATIONS:

The Company has made a gross income of Rs.1898.88 Lakhs during the year under review (previous year-Rs 1800.20 Lakhs). The depreciation for the year under review amounted to Rs. 118.71 Lakhs as against Rs.80.95 Lakhs in the corresponding period of the previous year. The Company has registered a Loss of Rs. (97.20) Lakhs during the year under review as against the profit after tax of Rs 44 64 Lakhs of the previous year. Increase in employee cost, administrative expenses, repairs a maintenance and depreciation are the main reasons for the decrease in Net Profit. Due to competition by various hospitals located near our hospital the company was compelled to maintain competitive rates for the patients. The Patient Care services underwent improvements which resulted in improved service levels which in turn contributed to the revenue growth. Your management believes that the strengthening of existing facilities and addition of new facilities and services with restructuring of tariff keeping always the affordability factor in mind will improve the performance to further heights.

OPERATIONAL HIGHLIGHTS

During the year under review, the number of inpatients was 4041 as against 4398 in the previous year. The number of outpatients was 29237 during the year under review as against 29918 in the previous year. The average occupancy was 80%.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is contained in the "MANAGEMENT DISCUSSION AND ANALYSIS REPORT" that forms an integral part of this report. (Annexure-I)

MATERIAL CHANGES 6 COMMITMENTS:

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 31 st March 2015 to the date of this report.

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 is given in (Annexure-II)

REAPPOINTMENT OF DIRECTOR:

Mr. NAVIN RAAKESH, Director is retiring by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

COMPOSITION OF COMMITTEES OF BOARD:

Currently the board has three committees: Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

The Com positions Activities are as follows:

Name of the Committee Composition of the Highlights of duties, responsibilities Committee/ No of times the & Activities committee met

Audit Committee Dr. R, Venkataswami

Chairperson of the Committee - The Audit Committee was (Independent Director) mandated with the same Terms of Reference specified in Clause 49 of Mr. T Jeyapragasam the Listing Agreements with Stock Secretary of the Committee Exchanges. (Company Secretary)

Dr. S. Kameswaran - The current Terms of Reference (Independent Director) fully conform to the requirements of Mr. B. Ramachandran the Companies Act (Independent Director)

- The Audit committee is Mr. A.N. Radhakrishnan responsible for overseeing the (Chairman & Managing , Company s financial reporting Director) process, reviewing the quarterly /half- yearly/ annual financial statements, reviewing with the management the The Committee met 4 times financial statements and adequacy of on internal audit function, recommending

* 29-05-2014 the appointment re-appointment of * 14-08-2014 statutory auditors and fixation of audit * 10-11-2014 fees, reviewing the significant internal * 12-02-2015 audit findings/related party transactions, .reviewing the Management Discussion and Analysis of financial condition and result of operations and also statutory compliance issues.

- The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.

Nomination & Remuneration Dr. S. Kameswaran - - To fix salary allowances and other Committee Chairperson of the Committee perks to senior level personnel as and (Independent Director) when appointed by the Company.

Dr. R. Venkataswami REMUNERATION POLICY The (Independent Director) Remuneration Policy of the Company for the managerial personnel is based Mr. B. Ramadiandran on the performance potential and (Independent Director) performance of the individual/ personnel.

The Committee met on CEOCFO CERTIFICATION by 1448-2014 Dr. V. Krishnamurthy, Chief Executive Officer and Mr. A.N. Radhakrishnan, Chairman & Managing Director as required under Clause 49 (DQ of the Listing Agreement was placed before the Board at its meeting held on 28.05.2015.

Stakeholders Relationship Dr. S. Kameswaran - The Company has attended to the Committee Chairperson of the Committee investors! complaints and redressed (Independent Director) them within 15 days from the date of their receipt during the year 2014- Dr. R. Venkataswami 2015-

(Independent Director)

Mr. B. Ramachandran (Independent Director)

POLICIES OF THE BOARD:

WHI5TLE BLOWER POLICY:

As per Section 177 (9) of the Act read with relevant Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has established a vigil mechanism overseen by the Audit Committee. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. This has been uploaded in the Company's website. No complaint under this facility was received in FY 2014-15.

REMUNERATION POLICY:

The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.

RI5K MANAGEMENT POLICY:

The Company has Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

AUDITORS

M/s. varma and Varma (FRN. 0045325), Chartered Accountants, Chennai-600 020, has been appointed as the auditors of the Company at the 24th Annual General Meeting held on 17.09.2014 6 their appointment has to be ratified for the current financial year. There are no qualifications in the Independent Auditors report.

SECRETARIAL AUDIT:

Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. T. Murugan, a Practicing Company Secretary (C.P.No.4393) to undertake the Secretarial Audit of the Company for FY 2014-15.

The Secretarial Audit Report was placed before the Board on 28th May 2015. There are no qualifications in the Secretarial Audit Report. (Annexure-III)

PUBLIC DEPOSITS

The Company has not accepted deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 31st March, 2015. The total amount of deposit outstanding as at 31st March, 2015 was Nil.

SIGNIFICANT OF MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the operations were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act, 2013 during the year.

CORPORATE SOCIAL RESPONSIBILITY:

The requirements of compliance of Corporate Social Responsibility are not applicable to our company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

Particulars of contracts or arrangements with Related Patties referred in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014in FormAOC-2 (Annexure IV).

FORMAL ANNUAL EVALUATION:

The Board has carried out the annual performance evaluation of its own performance and the Directors individually after taking into consideration inputs received from the Directors, covering various aspects on the Boards' functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, obligations and governance.

The Performance evaluation of the Independent Directors was carried out by the entire board 6 the Performance evaluation of the Chairman was carried out by the Independent directors.

The Directors expressed their satisfaction with the overall evaluation process.

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

Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report. (Annexure V)

REPORT ON CORPORATE GOVERNANCE

Your Company continues to strive towards highest standards of Corporate Governance. The report of Board of Directors on Corporate Governance is given in separate section titled "Report on Corporate Governance" which forms part of this Annual Report. The company has established Whistle Blower Mechanism. (Annexure VI)

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation there from:

(b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Loss for the year ended on that date.

(c) 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 financial statements have been prepared on a going concern basis.

(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 efficiently.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating efficiently.

DUES TO SSI

During the year under review, the following dues were outstanding more than Rs.1,00,000/- to Small Scale Industrial Units:

1. M/S. Shree Health Care India - Rs. 1,37,644 /-

2. M/S. Medicine Zone - Rs. 3,34,581 /-

3. M/S. Sri Vari Paadham Products - Rs. 3,07,551 /-

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2015-16 to BSE where shares of the company are listed.

ACKNOWLEDGEMENTS:

Your Company is grateful for the co-operation and assistance extended by various Departments of Government of Tamilnadu and Government of India. The Board also wishes to place on record its appreciation of the dedicated services of our Consultants, employees and other members of the hospital. The Board also places on record its sincere appreciation to the Shareholders for reposing faith in the management of the Company.

ON BEHALF OF THE BOARD

Place: Chennai A.N. RADHAKRISHNAN

Date : 28.05.2015 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their 24th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

PERFORMANCE AT A GLANCE: (Rs. in Lakhs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Gross Income 1800.20 1622.16

Profit / (Loss) Before Depreciation, Tax & Financial Expenses 268.47 292.31

Financial Expenses 139.35 153.10

Depreciation 80.95 70.51

Profit / (Loss) Before Tax 48.18 68.70

Tax Expenses

a. Current Tax - -

b. Fringe Benefit Tax - -

c. Deferred Tax Liability - -

d. Income Tax for earlier year 3.5 -

Profit / (Loss) for the year carried to Balance Sheet 44.64 68.70

DIVIDEND

In view of the insufficient profit, your Directors could not recommend any dividend for the year.

BUSINESS OPERATIONS

The Company has made a gross income of Rs. 1800.20 Lakhs during the year under review (previous year-Rs.1622.16 Lakhs). The depreciation for the year under review amounted to Rs.80.95 Lakhs as against Rs.70.51 Lakhs in the corresponding period of the previous year. The Company has registered a profit after tax of Rs.44.64 Lakhs during the year under review as against the profit after tax of Rs.68.70 Lakhs. Increase in employee cost and repairs and renewals are the main reasons for the decrease in Net Profit. Due to competition by various hospitals located near our hospital the company was compelled to maintain competitive rates for the patients. However, due to the increased expenditure on repairs and renewals to the age-old medical equipments coupled with cost of renewals on quite number of areas of the hospital building the growth rate in the Net Profit level has not gone up.

The Patient Care services underwent improvements which resulted in improved service levels which in turn contributed to the revenue growth and consequently leading to improved Gross Profits. The business has started improving and we are hopeful to get good amount of business in the succeeding years.

Your management believes that the strengthening of existing facilities and addition of new facilities and services with restructuring of tariff keeping always the affordability factor in mind will boost the performance to further heights.

OPERATIONAL HIGHLIGHTS

During the year under review, the number of inpatients has gone upto 4398 during the year under review as against 4174 in the previous year. The number of outpatients was 29918 during the year under review against 30289 in the previous year. The average occupancy was 80%.

DIRECTORS

The term of Mr. A.N. Radhakrishnan, Chairman and Managing Director will be expiring on 28.04.2015. In view of the new provisions of the Companies Act, 2013 and also taking into account the probable date of Annual General Meeting of the company will be only after expiry date of his present tenure, the Board has considered for his reappointment with effect from the date of ensuing Annual General Meeting on the existing terms and conditions of his appointment and recommended for his reappointment for a further period of three years from the date of the ensuing Annual General Meeting. Mrs. Premalatha Kanikannan, Director is retiring by rotation at this Annual General Meeting and being eligible offers herself for re-appointment.

The Board met 5 times on 09.05.2013; 14.08.2013; 25.09.2013; 13.11.2013 and 08.02.2014.

In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Dr. Venkataswami. R (DIN: 02622178), Dr. S. Kameswaran (DIN No. 00255389) and Mr. Ramachandran.B (DIN No.06397113) offer themselves for appointment as Independent Directors. The Board proposes to appoint them as Independent Directors for a term upto March 31, 2019 not liable to retire by rotation.

AUDIT COMMITTEE

Dr. R. Venkataswami, Independent Director-Chairman, Dr. S. Kameswaran and Mr. B. Ramachandran - Independent Directors-Members. Mr.A.N. Radhakrishnan, Chairman and Managing Director is also a member of the Audit Committee. The Committee met 4 times on 09.05.2013; 14.08.2013; 13.11.2013 and 08.02.2014.

DUES TO SSI

During the year under review, there are no outstanding dues amounting to or exceeding Rs. 1,00,000/- to any Small Scale Industrial Units by the Company except the following.

1. M/S. Shree Health Care India - Rs.1,49,070/-

2. M/S. Medicine Zone - Rs.3,84,133/-

3. M/S. Sri Vari Paadham Products - Rs.1,95,622/-

DlRECTORS'' RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation therefrom.

(b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2014 and of the Profit for the year ended on that date.

(c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 31st March, 2014. The total amount of deposit outstanding as at 31st March, 2014 was Nil.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has substantially complied with all applicable Environmental Laws and Labour Laws.

PERSONNEL

A statement concerning employees as required by Section 217(2A) of the Companies Act, 1956 is attached to this report.

AUDITORS

M/s.Varma and Varma (FRN. 004532S), Chartered Accountants, Chennai-600020, the auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

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

Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report. (Annexure -1)

REPORT ON CORPORATE GOVERNANCE

Your Company continues to strive towards highest standards of Corporate Governance. The report of Board of Directors on Corporate Governance is given in separate section titled "Report on Corporate Governance" which forms part of this Annual Report. The Company has established Whistle Blower mechanism.

MANAGEMENT DISCUSSION AND ANALYSIS

Adetailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis" and forms part of this report.

ACKNOWLEDGEMENTS

Your Company is grateful for the co-operation and assistance extended by various Departments of Government of Tamilnadu and Government of India. The Board also wishes to place on record its appreciation of the dedicated services of our Consultants, employees and other members of the hospital. The Board also places on record its sincere appreciation to the Shareholders for reposing faith in the management of the Company.



ON BEHALF OF THE BOARD

Place: Chennai A.N. RADHAKRISHNAN Date : 14.08.2014 CHAIRMAN a MANAGING DIRECTOR

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Mar 31, 2013

The Directors have pleasure in presenting their 23rd Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

PERFORMANCE AT A GLANCE: (Rs. in Lakhs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Gross Income 1622.16 1493.57

Profit / (Loss) Before Depreciation, Tax Et Financial Expenses 292.31 231.63

Financial Expenses 153.10 157.55

Depreciation 70.51 67.05

Profit / (Loss) before Tax and Exceptional Items 68.70 7.03

Add: Exceptional Item -- --

Profit / (Loss) Before Tax 68.70 7.03

Provision for Taxation

a. Current Tax

b. Fringe Benefit Tax -- --

c. Deferred Tax Liability

d. Income Tax/FBT of earlier years -- --

Profit / (Loss) for the year carried to Balance Sheet 68.70 7.03

BUSINESS OPERATIONS

During the year under review the operating performance of the Company has shown improvement. Profit Before Tax was Rs.68.70 Lakhs compared to the previous year figure of Rs.7.03 Lakhs and there was no income tax liability. Your Company has achieved a gross income of Rs. 1622.16 Lakhs as against Rs. 1493.57 Lakhs in the previous year (increase of 8.61%).

Patient Care and Patient Welfare Services have contributed to significant improvement in patient satisfaction levels. Your Company continues renovation activities, up gradation of medical and engineering equipments to suit the present needs.

Your management believes that the strengthening of existing facilities and addition of new facilities and services with restructuring of tariff keeping always the affordability factor in mind will boost the performance to further heights.

OPERATIONAL HIGHLIGHTS

During the year under review, the number of inpatients has gone up to 4174 as against 3964 in the previous year. Similarly, the number of outpatients also gone up to 30289 from 25311 in the previous year. The average occupancy was 80%.

The growth in occupancies and revenues with focus on efficiencies and cost control has led to better performance during the year under review. Your company continued its focus on quality parameters and patient satisfaction.

DIVIDEND

In view of the insufficient profit, your Directors express their inability to recommend any dividend for the year. Also during the said year no amount has been transferred to reserves.

DIRECTORS

During the year under review Dr. S. Kameswaran and Mr. G. R. Navin Rakesh are retiring by rotation and are seeking reappointment. Mr. B. Ramachandran was appointed as an Additional Director under Section 260 of the Companies Act 1956 on 26.09.2012 and his tenure expires at the ensuing Annual General Meeting and in respect of whom the company has received a notice under Section 257 of the Companies Act, 1956 proposing his candidature for the office of the Director which has been included in the Notice under Special Business for the approval of the members. The Board met five times on 14.05.2012; 13.08.2012; 26.09.2012; 07.11.2012 and 13.02.2013.

AUDIT COMMITTEE

The Company has constituted Audit Committee and the following are the members:

Dr. R. Venkataswami - Chairman, Mr. A.N. Radhakrishnan, Dr. S. Kameswaran and Mr. B. Ramachandran as Members.

The Committee met 4 times on 14.05.2012, 13.08.2012, 07.11.2012 and 13.02.2013.

DUES TO SSI

During the year under review, there are no outstanding dues amounting to or exceeding Rs. 1,00,000/- to any Small Scale Industrial Units by the Company except the following.

1. M/S. Ganesh Pharmaceuticals - Rs.3,39,859/-

2. M/S. Shree Health Care India - Rs.1,41,123/-

3. M/S. Medicine Zone - Rs.3,39,598/-

4. M/S. Sri Sai Enterprises - Rs.2,10,168/-

Directors'' RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation there from.

(b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2013 and of the Profit for the year ended on that date.

(c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 31st March, 2013. The total amount of deposit outstanding as at 31 st March, 2013 was Nil.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has substantially complied with all applicable Environmental Laws and Labour Laws.

PERSONNEL

A statement concerning employees as required by Section 217(2A) of the Companies Act, 1956 is attached to this report.

AUDITORS

M/s.Varma and Varma, Chartered Accountants, Chennai-600 020, the statutory auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment as statutory auditors for the financial year 2013-14.

EXPLANATION TO AUDITORS'' COMMENTS

Reply to qualification given by the auditors in the Auditors'' Report:

Auditors'' Qualification: Para 9(a) of the Annexure to the Auditors'' Report:

9(a) The company has been fairly regular in depositing undisputed statutory dues including Provident Fund, Income-Tax, Sales-Tax and Service Tax with the appropriate authorities during the year except for minor delay in stray cases. According to the information and explanation given to us, there are no undisputed amount payable in respect of Provident Fund, Investors Education and Protection Fund, ESI, Income-Tax, Sales Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and any other statutory due which are overdue for a period of more than six months as on the Balance Sheet date except for minor delay in stray cases.

Management''s reply:

Due to transition from manual filing to electronic filing relating to various statutory remittances the minor delays occurred. It will be avoided in future.

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

Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report. (Annexure -1)

REPORT ON CORPORATE GOVERNANCE

Your Company continues to strive towards highest standards of Corporate Governance. The report of Board of Directors on Corporate Governance is given in separate section titled "Report on Corporate Governance" which forms part of this Annual Report.

SUBSIDIARIES

Your Company has no subsidiary.

DEMATERIALISATION OF SHARES:

Your Company has entered into agreements with the National Securities Depositories Limited(NSDL) and Central Depository Services(lndia) Limited(CDSL) for dematerialization of the shares of the company. Accordingly the shares of your company are available for dematerialization and can be traded in Demat form.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis" and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors are grateful to the Government of India, the Government of Tamilnadu, Bankers, promoters, customers, suppliers and general public for their valuable support. The Directors wish to thank the shareholders for their continued support and also place on record their appreciation for the consistent good work put in by all cadres of employees.

ON BEHALF OF THE BOARD

Place: Chennai A.N. RADHAKRISHNAN

Date : 14.08.2013 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2012

The Directors have pleasure in presenting their 22nd Annual Report and Audited Statement of Accounts of the Company for the year ended 31 st March, 2012.

PERFORMANCE AT AGLANCE: (Rs. in Lakhs)

Particulars Year ended Year ended

31.03.2012 31.03.2011

Gross Income 1493.57 1273.90

Profit/ (Loss) Before Depreciation, Tax & Financial Expenses 231.63 124.13

Financial Expenses 157.55 142.41

Depreciation 67.05 61.82

Profit / (Loss) before Tax and Exceptional items 7.03 (80.10)

Add: Exceptional Item -- --

Profit/(Loss) Before Tax 7.03 (80.10) Provision for Taxation

a. Current Tax -- --

b. Fringe Benefit Tax -- -- c. Deferred Tax Liability -- -- d. Income Tax/FBT of earlier years -- -- Profit / (Loss) for the year carried to Balance Sheet 7.03 (80.10)

DIVIDEND

In view of the insufficient profit, your Directors express their inability to recommend any dividend for the year.

BUSINESS OPERATIONS

The operating performance of the Company has shown better results. Profit Before Tax was Rs.7.03 Lakhs (previous year Loss Rs.80.10 Lakhs) and there was no income tax liability. Your company has improved its performance. During the year under review your Company has achieved a gross income of Rs. 1493.57 Lakhs as against Rs. 1273.90 Lakhs in the previous year (increase of 17.24%).

Patient Care and Patient Welfare Services have resulted in improvement in patient satisfaction levels. Your Company continues renovation activities, upgradation of medical and engineering equipments to suit the present needs.

Your management believes that the strengthening of existing facilities and addition of new facilities and services with restructuring of tariff keeping always the affordability factor in mind will boost the performance to further heights.

DIRECTORS

The term of Mr.A.N. Radhakrishnan expired on 28.04.2012 and he was appointed as the Chairman and Managing Director of the Company with effect from 29.04.2012 to 28.04.2015 for a period of three years without making any salary revision. Ms. Premalatha Kanikannan, Director is retiring by rotation at this Annual General Meeting and being eligible offer herself for re-appointment. Mr.T.V. Venkataraman, Director is also retiring by rotation at this Annual General Meeting express his desire to retire. The next Director, as per seniority, Dr. R. Venkataswami, is retiring by rotation at this Annual General Meeting and being eligible offer himself for re-appointment. The Board placed on record the valuable and excellent services rendered by Mr.T.V. Venkataraman, during his tenure as Director of the Company. The term of Mr.G.R. Navin Rakesh ended on 28.04.2012 and he was appointed as an Additional Director of the Company with effect from 29.04.2012 and his tenure expires at the ensuing Annual General Meeting. The Board placed on record the valuable services rendered by Mr.G.R. Navin Rakesh during his tenure as Managing Director. Mr.G.R. Navin Rakesh is proposed to be appointed as Director of the company in the ensuing Annual General Meeting. The Company had received a notice from a member proposing the appointment of Mr.G.R. Navin Rakesh as Director of the Company. The Board met 5 times on 14.05.2011; 12.08.2011; 21.09.2011;

14.11.2011 and 11.02.2012.

AUDIT COMMITTEE

The Company has constituted Audit Committee and the following are the members:

Mr. T.V. Venkataraman - Chairman, Mr. A.N. Radhakrishnan, Dr. S. Kameswaran and Dr. R. Venkataswami as Members. The Committee met 4 times on 14.05.2011, 12.08.2011, 14.11.2011 and 11.02.2012.

DUES TO SSI

During the year under review, there are no outstanding dues amounting to or exceeding Rs. 1,00,000/- to any Small Scale Industrial Units by the Company except the following.

1. M/S. Ganesh Pharmaceuticals - Rs.6,27,337/- £t 2. M/S. Shree Health Care India-Rs. 1,92,114/-. DIRECTORS' RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation therefrom.

(b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2012 and of the Profit for the year ended on that date.

(c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 31st March, 2012. The total amount of deposit outstanding as at 31 st March, 2012 was Nil.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has substantially complied with all applicable Environmental Laws and Labour Laws. PERSONNEL

A statement concerning employees as required by Section 217(2A) of the Companies Act, 1956 is attached to this report.

AUDITORS

M/s. Varma and Varma, Chartered Accountants, Chennai-600 020, the auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

EXPLANATION TO AUDITORS' COMMENTS

Reply to qualification given by the auditors in the Auditors' Report:

Auditors' Qualification: Para 17 of the Annexure to the Auditors' Report:

According to the information and explanations given to us, and an overall examination of the Balance Sheet of the company, in our opinion short term funds have not been used for long term purposes except to the extent of Rs.4,83,24,026/-.

Management's reply:

Due to non-availability of sufficient other funds to meet the urgent requirements the company has used the long term funds for long term purpose and short terms funds for long term purpose. The company is planning to rectify it at the earliest possible period.

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

Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same form'; part of this Report. (Annexure -1)

REPORT ON CORPORATE GOVERNANCE

Your Company continues to strive towards highest standards of Corporate Governance. The report of Board of Directors on Corporate Governance is given in separate section titled "Report on Corporate Governance" which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis" and forms part of this report.

ACKNOWLEDGEMENTS

We are thankful to our Bankers for the cooperation and assistance extended by them. The Board places on record their thanks to the shareholders and the patient public for the confidence reposed by them in the Company and their appreciation for the services and untiring efforts of the Doctors and Employees at all levels, which has helped the Company to run its affairs smoothly.

ON BEHALF OF THE BOARD

Place: Chennai A.N.RADHAKRISHNAN

Date : 13.08.2012 CHAIRMAN a MANAGING DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting their Report and the Audited Accounts of the Company for the year ended 31st March, 2010.



PERFORMANCE ATA GLANCE: (Rs. in Lakhs)

Particulars Year ended year ended

31.03.2010 31.03.2009

Gross Income 833.57 259.26

Loss Before Depreciation, Tax & Financial Expenses 82.49 207.66

Financial Expenses 118.48 94.35

Depreciation 58.31 54.49

Loss before Tax and Exceptionalltems 259.28 356.50

Add: Exceptional ltem(Refer Note No.9 in Schedule P) 85.80 -

Loss Before Tax 545.08 356.50

Provision for Taxation

a. Current Tax

b. Fringe Benefit Tax -- 0.75

c. Deferred Tax Liability (24.99) (45.62)

d. IncomeTax/FBTof earlieryears 0.86 2.92

Loss for the year carried to Balance Sheet 520.95 314.55



DIVIDEND

In view of the unavailability of the profit, your Directors express their inability to recommend any dividend for the year.

BUSINESS OPERATIONS

During the year under review your Company has achieved a gross income of Rs.833.57 Lakhs as against Rs.259.26 Lakhs in the previous year and suffered a loss of Rs.520.95 Lakhs as against the loss of Rs.314.55 Lakhs during the previous year.

The new management has taken a number of steps to improve the performance of the Company. The number of cases treated (both inpatients and outpatients) has increased considerably. New experienced doctors were inducted and it is yielding good results. New Doctors in the fields of Nephrology, Ortho, Renal Transplant, Master Health Check up, Blood Storage facility were inducted. The Hospital Tariff was increased marginally which has improved the income level to certain extent. Major repairs and renewals to the hospital buildings to face-lift the entire environment and repairs and renewals to the hospital equipments, purchase of latest bio-medical equipments to replace the old machines are the causes for the high expenditure.

Your management felt the urgent need to strengthen the marketing and sales. To achieve this, your management has initiated new marketing techniques based on the current trends which is yielding positive signs.

The management has initiated various steps to bring into operation the total capacity of 80 beds. At present on an average of 70-80% of the beds are occupied. It is expected that the full capacity will be utilized in the coming periods. Further, the management has taken various steps to bring into fold number of Third Party Administrators to attract more patients and this has resulted in positive results in earning revenue. New lines of treatment which were introduced to improve the overall performance have yielded good results.

EXCEPTIONAL ITEM

During the year the company has entered into a compromise settlement with a former Director and her relative as per which both the parties to the agreement have agreed to withdraw all the cases/claim including those which were pending before various judicial forums. As per the agreement, the company has agreed to pay a sum of Rs.100 Lakhs to the said parties in full and final settlement of the various claims made by them in the previous years against the company. Pursuant to the above, the company has written off a sum of Rs.185 Lakhs due from the above parties in the Accounts of the year.

FUTUREOUTLOOK

There is continuous growth in the Health and Healthcare Sectors. It grows with the growth of the population. By inducting experienced consultant doctors in various fields and strengthening of existing facilities it is expected that the performance of the hospital will improve substantially. The management is focusing its attention to further strengthen its infrastructure and other facilities. Much scope is expected in the overall performance and revenue generation.

OPPORTUNITES AND THREATS

Opportunities are plenty due to increasing population, Governmental Health Insurance Schemes and the emergence of India as a medical tourism destination. Sophisticated equipments, links to other medical centers and the ability to treat a complex range of ailments are providing plenty of opportunities for the growth of the industry. The need for speciality hospitals by the people is gradually increasing. Threat of stiff competition by the hospitals situated adjacent to your hospital is the cause for decrease in the margins. Strict enforcement of reducing the operational cost is expected to overcome this threat.

RISKS AND CONCERNS

Non availability of super speciality medical consultants will lead to slow growth.

With the advantages of an excellent location supported by the existing senior consultants, your company is confident of continuing to grow. The inadequate focus on continued academic and research particularly in the field which is witnessing rapid strides in diagnostic technologies, new molecules for varied ailments, sub-specialisation needs and better knowledge sharing methodologies are the areas of concern for the industry.

CORPORATE GOVERNANCE

The Company is observing the Corporate Governance and a separate report on Corporate Governance forms part of this Annual Report. The Company has appointed Independent Directors to fulfill the requirements of Corporate Governance.

DIRECTORS

During the year Messers T.V.Venkataraman and Dr. Venkatawami are retiring by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment. The Board met 6 times on 27.04.2009, 27.07.2009, 29.08.2009, 29.09.2009, 28.10.2009 and 29.01.2010.

AUDIT COMMITTEE

The Company has constituted Audit Committee and the following are the members:

Mr.T.V. Venkataraman-Chairman, Mr.A.N.Radhakrishnan, Dr.S.Kameswaran and Dr. R.Venkataswami as Members. The Committee met 5 times on 27.04.2009, 27.07.2009, 29.08.2009, 28.10.2009 and 29.01.2010.

DUES TO SSI

During the year under review, there are no outstanding dues amounting to or exceeding Rs. 1,00,000/- to any Small Scale Industrial Units by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation therefrom.

(b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2010 and of the Loss for the year ended on that date.

(c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The financial statements have been prepared on a going concern basis. PUBLIC DEPOSITS

Your Company has not accepted or renewed deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 31st March, 2010. The total amount of deposit outstanding as at 31 st March, 2010 was Rs. 120.35 lakhs..

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has substantially complied with all applicable Environmental Laws and Labour Laws. PERSONNEL

A statement concerning employees as required by Section 217(2A) of the Companies Act, 1956 is attached to this report.

AUDITORS

M/s.VarmaandVarma, Chartered Accountants, Chennai-600020, the auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

EXPLANATION TO AUDITORS COMMENTS

Reply to qualification given by the auditors in the Auditors Report:

Auditors Qualification: Para 4(a) of the Auditors Report:

"We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit expect as stated in Note No. 1b, Balances of Loans and Advances, Sundry Debtors, Creditors and some of the Bank Balances are subject to confirmation.

Managements Reply: The Management is in the process of obtaining confirmation of balances.

Auditors Qualification: Para 4 of the Annexure to the Auditors Report:

In our opinion and according to the information and explanations given to us, the internal control procedures for purchase of pharmacy and other consumables and fixed assets and for sale of goods and services requires to be strengthened.

Managements Reply: The Internal Control Procedure is being strengthened wherever required.

Auditors Qualification: Para 9(a) of the Annexure to the Auditors Report:

There has been delays in depositing undisputed statutory dues including Provident Fund,

Income-Tax and Property Tax with the appropriate authorities during the year.

Managements Reply: Due to funds crunch there were some delays.

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

Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report. (Annexure-1)

ACKNOWLEDGEMENTS

We are thankful to our Bankers for the cooperation and assistance extended by them. The Board places on record their thanks to the shareholders and the patient public for the confidence reposed by them in the Company and their appreciation for the services and untiring efforts of the Doctors and Employees at all levels, which has helped the Company to run its affairs smoothly.

ON BEHALF OF THE BOARD

Place: Chennai

Date: 25.08.2010 A.N. RADHAKRISHNAN

CHAIRMAN