Mar 31, 2015
The Directors hereby present the 23rd Annual Report and Accounts of the Company for the year ended 31st March, 2015.
1. FINANCIAL RESULTS: (Rs. In Lakhs)
Particulars 2014-15 2013 - 14
Operating Income 37.68 95.86
Other Income 0.06 _
Profit / (Loss) before Int. Depreciation & Tax (4.47) (10,12)
Depreciation 51.69 71.39
Cash Profit / (Loss) (6.41) (14.70)
Discussion on Financial Performance:
During the year under consideration the Company got a loss of Rs.4.47 Lakhs before interest and depreciation as against loss of Rs.10.12 Lakhs during the previous year.
Management Discussion and Analysis
As mentioned in one of our earlier AGM Reports, the quagmire of litigation the company was constrained to involve in respect of its leasehold due to the lower court order against the Company and also of late due to the mischief of the 1st less or and the 2nd less or has also substantially contributed to the woes of the company. In view of the looming uncertainty due to the said litigation, the company is not able to make optimum use of the premises, as there is the fear of losing the further investment as may be made for modifications and renovations to the premises from time to time if the verdict of the Courts is going to be adverse. This is in addition to the already invested huge amounts on the premises over a period of many years on various occasions. The Company is now passing throw a difficult phase as far as competing with the players in the field. As has been discussed earlier, the old model and out dated equipment is one of the main reasons for the lack of the generation of expected revenues of the company. In addition to this the severe financial stress being faced by company is also affecting the ability to keep the modernization need fulfilled. While this is the state of affairs in the operational front, Canara Bank has assigned its rights on the loan favoring Edelweiss Asset Reconstruction Company Ltd (EARC). On 18.03.2015 the EARC has granted a Negotiated Settlement (NS) of dues at a total consideration of Rs.250.00 lakhs payable in installments specified therein. In terms of the NS the company has paid an amount of Rs.25.00 lakhs as Upfront payment. The company has also informed EARC that since the revenues of the company are not as expected, the Board will be able to pay the settled amount to EARC only by way of selling the landed property belonging to the Company near Hyderabad. Accordingly efforts are being made to sell the land of Ac.13.625 cents belonging to the company in the open market and utilize the sale proceeds to clear off the settled amount to EARC. As the market conditions in the Telangana State are not favourable for the real estate after the division of the combined state of Andhra Pradesh, the company is finding it difficult to get the buyers for the expected sale price. However a call will be soon taken by the Board so that the amount due to EARC may be settled at the earliest.
Once the EARC amount is settled, the company will be debt free and will be attractive for new investors to infuse the required capital for making the company profitable once again and also for taking up new and different profitable projects. The Board is aiming to reach this stage at the earliest.
The Following is the Financial Performance of your Company:
2014-15 2013-14 Inc/(Dec) %
Income: Operations 37.68 95.86 (60.51)
Other Income 0.06 - 0.06
Total : 37.74 95.86 (60.63)
Material Consumed 9.77 29.80 (67.21)
Staff Cost 3.73 25.97 (85.63)
Other Expenses 31.70 54.78 (42.13)
Depreciation 51.69 71.39 (27.59)
Total : 96.89 181.94 (46.74)
Profit/(Loss) (59.15) (86.08) (31.28)
Material changes and commitments if any 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 the report
There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.
Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company's operations in future
There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations except the one mentioned in detail in the Management Discussion.
Authorized Share Capital: During the year under review, there was no change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2015 was Rs.25,00,00,000/-, comprising of 2,50,00,000 equity shares of Rs.10.00 each.
Paid-up Share Capital: During the year under review, there was no change in paid up share capital of the Company. Paid up share capital of the company as on March 31, 2015 was Rs.15,09,99,520/-, comprising of 1,50,99,952 equity shares of Rs.10.00 each.
Buy Back of Securities: The Company has not bought back any of its securities during the year under review.
Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares: The Company has not issued any bonus shares during the year under review.
Employees Stock Option: The Company has not provided any Stock Option Scheme to the employees.
Your Directors have not recommended any dividend on Equity Shares for the year under review.
Transfers to Reserves
Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.
During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.
Subsidiaries, Joint Ventures and Associate Companies
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is enclosed as Annexure - I of the Board's Report.
Particulars of Contracts & Arrangements with Related Parties
During the year, the Company has not entered into any contracts or arrangements with Related Parties.
Related party Transactions
During the year, the Company has not entered into any transactions with Related Parties.
Particulars of Loans, Guarantees or Investments
During the financial year 2014-15 the Company neither has, directly or indirectly, given any loan to its Directors nor extended any guarantee or provided any security in connection with any loan taken by them. Further, the Company has neither given any inter-corporate loan / advance nor made any investments in other companies.
Number of Board Meetings held
The Board of Directors duly met 7 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:
(1) 22.05.2014, (2) 12.08.2014, (3) 03.09.2014, (4) 30.09.2014, (5) 14.11.2014, (6) 14.02.2015 and (7)27.03.2015
Directors and Key Managerial Personnel
In terms of Section 152 of the Companies Act, 2013, Dr. M. Lakshmi Sudha, CFO & Director would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Dr. M. Lakshmi Sudha, CFO & Director has offered herself for re-appointment.
Mr. Narendra Seena Karkera (DIN:01916929), Mr. Vinay Vishnu Raj Nayak (DIN:01979345) were appointed as an independent Directors by the Members at the last Annual General Meeting (AGM) held on September 30, 2014..
Dr. K Ramana Kumar (DIN 00754148) has been appointed as an Additional Director in the category of Independent director pursuant to section 149 of the Act w.e.f. 30.09.2014 in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, who shall hold office till the ensuing Annual General Meeting of the Company.
Mr. Hemanth Kumar Manikyam resigned from the office of the Director on 24/05/2014.
Dr. M. Lakshmi Sudha has been appointed as the Chief Financial Officer of the Company pursuant to section 203 of the Act w.e.f. 14.02.2015 in accordance with the provisions of the Companies Act, 2013 Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013.
Declaration by Independent Directors
The Independent Directors of the Company have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as per sub-section (6) of Section 149 of the Act.
Familiarization programme for Independent Directors
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.
Independent Directors' Meeting
The Independent Directors met on 14.02.2015 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non- Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
Directors Responsibility Statement as required under Section 134(5) of the Companies Act, 2013:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors states that:
(a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) They 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 the Company at the end of the financial year and of the profit and loss for that period;
(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Nomination and Remuneration policy
In compliance to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Nomination and Remuneration Committee has recommended to the Board a Nomination and Remuneration policy with respect to appointment / nomination and remuneration payable for the Directors, Key Managerial Personnel and senior level employees of the Company. The said policy has been adopted by the Board and the same will form part of the Annual Report as Annexure - II to the Board's Report.
Auditors Statutory Auditors
At the Annual General Meeting held on September 30, 2014, M/s. Pinnamaneni & Co, Chartered Accountants (Firm Reg. No: 002661S), were appointed as Statutory Auditors of the Company to hold office for a period of three years i.e., till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the said appointment of M/s. Pinnamaneni & Co, Chartered Accountants, as statutory auditors of the Company is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Act. The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Qualification by Statutory Auditor
There were no qualifications, reservations or adverse remarks made by the Auditors in their report.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. B S S & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report is annexed herewith as
Annexure - III.
There were no qualifications, reservations or adverse remarks made by the Auditors in their report.
The Secretarial Auditor's Report contains qualifications, reservation or adverse remarks except noncompliance of Section 203 of the Companies Act, 2013 in respect of appointment of Company Secretary as Key Managerial Person. The Board has made utmost effort for appointment of the Company Secretary as KMP but has not been able to appoint a Company secretary due to lack of suitability of the candidate to the profile of the Company in terms of Job profile and remuneration. Company is in the process of filing various e-forms/reports/documents with Registrar of Companies and stock exchange.
In pursuance of Section 138 of the Companies Act, 2013 read with rules made there under, the Board has appointed Dr. M Lakshmi Sudha, CFO of the Company as Internal Auditors of the Company to carry out internal auditing of books of accounts periodically.
Internal Control Systems
The Company has a well-established system of internal control in operations which complies with the relevant provisions of 'Internal Control' under the Company's Auditor's Report Order 2003 and as prescribed under revised Clause 49 of the Listing Agreement with Stock Exchanges. Internal Audit department put in place and adequate controls are continuously reviewed and risks of inaccurate financial reporting and fraud, if any, are dealt with immediately and eliminated. The status of implementation of recommended solutions are regularly reviewed and presented to the Audit Committee of the Board.
Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board has adopted Whistle Blower Policy. This policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.
A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. The policy also provided adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.
Your Company hereby affirms that during the year no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received.
Management Discussion and Analysis
The Management Discussion and Analysis given below discusses the key issues concerning the business and carried on by the Company.
Management of Risks
There is considerable pressure to keep up the realization from the services in view of highly competitive market.
The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.
The Risk Management Committee duly constituted by the Board had formulated a Risk Management Policy for dealing with different kinds of risks attributable to the operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedure will be reviewed periodically by the Audit Committee and the Board.
Corporate Social Responsibility (CSR) Initiatives:
Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a) network of the Company to be ' 500 crore or more; or (b) turnover of the company to be ' 1,000 crore or more; or (c) net profit of the company to be ' 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.
Extract of Annual Return
In accordance with the provisions of Section 134(3(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is appended as Annexure - IV to the Board's Report.
Information on Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and outgo
Pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 3 of Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is appended hereto as Annexure - V and forms part of the Board's Report.
Company's Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace
The Company prohibits any form of sexual harassment and any such incidence is immediately investigated and appropriate action taken in the matter against the offending employee(s) based on the nature and the seriousness of the offence. The Company has a policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace (the Policy) and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" notified by the Government of India vide Gazette Notification dated 23rd April, 2013. There was no case of sexual harassment reported during the year under review.
Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:
The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - VI.
There were no employee in the company throughout the financial year who were in receipt of remuneration of Rs.60 lacs or more, employees employed for part of the year and in receipt of Rs.5 lac or more per month. Hence the provisions of Rule 5(2) The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.
The Company is committed to good corporate governance in line with the Listing Agreement and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. The certificate dated 02.12.2015 was obtained from Mr. P.V.V.Satyanarayana, Partner, Pinnamaneni & Co., Chartered Accountants and the report on Corporate Governance form part of this Directors' Report as Annexure - VII.
Disclosures as per the Listing Agreement & SEBI Regulations Cash flow statement In due compliance of the listing agreements and in accordance with the requirements prescribed by SEBI, the cash flow statement is prepared and is appended to this Annual Report.
Company's equity shares are listed in the Bombay Stock Exchange Limited. There is an outstanding Listing Fee of Rs.2,27,453/- to Bombay Stock Exchange Ltd.
Share transfer agency
The Company has appointed M/s XL Softech Systems Ltd, #3, Sagar Society, Road No.2, Banjarahills, Hyderabad - 500034 as its share transfer agency for handling both physical and electronic transfers.
Code of conduct
The Company has adopted Code of Conduct for the Board and for the Senior level employees of the Company and they are complying with the said code. A declaration by the Managing Director to this effect is furnished as Annexure - VIII to the Board's Report.
The Directors wish to place on record their gratitude to shareholders and thank the customers, vendors, bankers, hops of other State and Central Government Departments, Security Exchange Board of India and Stock Exchanges at Mumbai, and others for their continued support to the Company's growth. The Directors also wish to place on record, their appreciation for the contribution made by the employees at all levels, for their sincerity, hard work, solidarity and dedicated support to the Company.
For and on behalf of the Board of Directors of
Dolphin Medical Services Limited
Place: Hyderabad Sd/- Sd/-
Date : 30.11.2015 G.V.Mohan Prasad M.Lakshmi Sudha
Managing Director Whole-time director
Mar 31, 2014
The Directors are pleased to present the 22nd Annual Report together with Audited Accounts for the year ended 31st March 2014.
1. FINANCIAL RESULTS:
(Rs. In Lakhs)
Particulars 2013 - 14 2012 - 13
Operating Income 95.86 114.14
Other Income - 0.22
Profit / (Loss) before Int. Depreciation & Tax (10.12) (59.72)
Depreciation 71.39 64.67
Cash Profit / (Loss) (14.70) (129.92)
During the year under review your company has got an income of Rs.95.86 lakhs and recorded a cash loss of Rs.14.70 lakhs.
2. SUBSIDIARY COMPANIES:
M/s. Bridge Corporate Services Pvt. Ltd. and M/s. Evum Life Sciences Pvt. Ltd. are the subsidiaries of the Company. During the year under review the Subsidiary Companies were not able to record any progress due to lack of financial resources. The Statement pursuant to Section 212 of the Companies Act, 1956, highlighting the summary of the financial performance of our subsidiaries is annexed to this report.
As the Company is in financial losses, the Directors have not recommended any dividend for the year 2013-14.
4. PUBLIC DEPOSITS:
During the year under review the company has not accepted any ''public deposit'' as in defined in provision of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 as amended from time to time. There are no outstanding unclaimed deposits as on 31st March 2014.
5. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:
The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:
A. CONSERVATION OF ENERGY:
The Company has taken necessary steps to conserve the energy utilization during the year under review.
B. TECHNOLOGY ABSORPTION:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation : NIL
C. FOREIGN EXCHANGE EARNINGS AND OUT GO:
Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL
6.INTERNAL CONTROL AND ITS ADEQUACY:
The Board is committed to ensure that the Company''s ''internal control'' system remains effective and efficient in areas such as operations and Security. For this purpose proper planning and effective conduct of the ''internal audit'' is given top-most attention.
7. DIRECTORS'' RESPONSIBILITY:
To best of their knowledge and belief and on the basis of information furnished to them the Directors make following statement, which is required to be made in terms of Section 217 (2AA) of the Companies Act, 1956:
(i) While preparing Annual Accounts, the applicable accounting standards have been followed along with proper explanations
(ii) Appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2014 and of the losses of the company for the year ended on that date.
(iii) Proper and sufficient care has been taken 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
(iv) The Annual Accounts of the Company have been prepared on basis of a ''going concern''.
8. CORPORATE GOVERNANCE:
As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate obtained from the auditors of the Company is set out in Annexure, forming part of this report.
9. PARTICULARS OF EMPLOYEES:
During the year under review, no employee of the company was in receipt of remuneration for the whole year which in the aggregate was Rs.60,00,000/- or more per annum nor was any employee in receipt of remuneration Rs.5,00,000/- or more per month for any part of the year in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended..
During the year under review, industrial relations of the company continued to be cordial and peaceful.
10. BOARD OF DIRECTORS:
Resignation of Mr. M Hemanth Kumar from directorship:
Mr. M Hemanth Kumar, director of the company submitted his resignation on 24.05.2014 and the Board accepted the resignation of Mr. Hemanth Kumar with effect from 24.05.2014
Resignation of Dr. Lakshmi Sudha Madala as Whole Time Director
Dr. Lakshmi Sudha Madala resigned from whole time Director of the Company with effect from 03.09.2014 and continues as Director, liable to retire by rotation.
Appointment of Mr. Narendra Seena Karkera and Mr. Vinay Vishnuraj Nayak as Independent directions.
The Board recommends the re-appointment of Mr. Narendra Seena Karkera and Mr. Vinay Vishnuraj Nayak as Independent Directors of the Company in the ensuing Annual General Meeting for a period of 5 years, not liable to retire by rotation.
M/s. Pinnamaneni & Co, Chartered Accountants, the Company''s auditors term office will conclude with this Annual General Meeting. They have expressed willingness to accept the assignment for a further period of three years as per the new Companies Act, 2013. They have also confirmed their eligibility for such an appointment under Section 139 of the Companies Act, 2013. The Board recommends the firms re-appointment as Company''s auditors.
12. LISTING AT STOCK EXCHANGES:
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 and the Company has not paid the listing fee for the year 2014-15.
Your Directors thank and appreciate all the executives, staff, Bankers, Customers and workers of the company for their dedicated services.
//By Order Of the Board// For DOLPHIN MEDICAL SERVICES LIMITED
Date: 03.09.2014 Place: Hyderabad Sd/- Sd/- DR. G. V. MOHAN PRASAD DR. M. LAKSHMI SUDHA MANAGING DIRECTOR DIRECTOR