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Directors Report of Dr. Agarwal's Eye Hospital Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the TWENTY FIRST ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

PERFORMANCE:

The highlights of the financials of your company are as under:

Rs. (In Lakhs) Rs. (In Lakhs)

Particulars 31.03.2015 31.03.2014

Gross Income 12006.16 11593.94

Profits before depreciation and interest 1472.72 1322.06

Depreciation 615.61 604.88

Interest 320.85 345.48

Profit before Tax 536.26 371.70

Provision for taxation (33.54) 128.63

Profit After Tax 569.80 243.07

Balance of Profit brought forward 801.57 635.70

Profit available for appropriations 1371.37 878.78

Appropriations:

Dividend (inclusive of dividend tax) 67.68 69.21

Transfer to General Reserve 8.00 8.00

Additional depreciation on fixed asset 23.69 NIL

Balance carried forward to Balance Sheet 1272.00 801.57

The company proposes to transfer an amount of Rs. 8 lakhs to the General Reserves. An amount of Rs. 1272 Lakhs (Previous year 801.57 Lakhs) is proposed to be retained in the statement of Pro fit and Loss.

COURSE OF BUSINESS AND OUTLOOK:

During the year under review, the company had achieved a turnover of Rs. 120.06 Crore as compared to Rs. 115.93 Crore in the previous year, a growth of around 3.5%. The profit before tax was Rs. 5.36 Crore as compared to Rs. 3.71 Crore in the previous year, a growth of 44.5% over the previous year. This should be considered in the backdrop of severe competition from new stand alone clinics. Your Company enjoys a loyal clientele and the company is taking various steps to increase this base by improving additional facilities in the Hospital. The Company has upgraded a number of procedures to advanced state-of-the art facilities as part of its customer centric policy.

DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 12 % for the financial year ended 31st March, 2015 (at par with the previous year). The Dividend will result in the out flow of Rs. 0.68 Crore inclusive of dividend distribution tax.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees or made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the said financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee.

Based on the report of internal audit, department heads undertake corrective action in their respective areas and thereby strengthen the controls.

SHIFTING OF REGISTERED OFFICE:

The Company had shifted its Registered Office to the new premises at 3rd floor , Buhari Towers, No.4, Moores Road, Off Greams Road, Chennai - 600 006 with effect from 10th September 2014.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):

Dr. Athiya Agarwal retires by rotation and being eligible offers herself for re-appointment. The Directors recommend Dr. Athiya Agarwal for re-appointment.

Mr. Prabhat Toshniwal and Dr. Jasvinder Saroya, both independent directors resigned from the Board on March 28, 2015 and March 30, 2015 and the same were accepted by the Board. The Board hereby places on record invaluable contributions made by them during their tenure.

During the year under review the following Directors/ KMPs were appointed:

Date of appointment Name Designation

09.09.2014 Mr. Sanjay Anand Independent Director

28.05.2014 Mr. S Ramanujam Company Secretary

28.05.2014 Mr. R. Sabesan Chief Financial Officer

The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees.

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on a questionnaire and feedback from all the Directors on the Board as a whole as well as Committees including self-evaluation. Directors held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the separate meeting of the Independent Directors, collective feedback of each of the Independent Directors was discussed by the Chairman of the said meeting.

VIGIL MECHANISM:

As per Section 177 of the Companies Act, 2013, your company had established a vigil mechanism and the same is placed in the company's website.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to section 124 of the Companies Act, 2013 (erstwhile Section 205C of the Companies Act, 1956), your company has transferred a sum of Rs. 2,70,157.50 being unclaimed final dividend for the year 2006-07.

AUDITORS:

M/s M. K Dandeker & Co, Chartered Accountants, (Firm Reg.No.000679S) the existing Auditors of the Company have expressed their unwillingness to continue as auditors and pursuant to the recommendation of the Audit Committee and Board of Directors, M/s Deloitte Haskins and Sells , Chartered Accountants (Firm Reg. No. 008072S) is proposed to be appointed as Statutory Auditors for a period of Five Years commencing from the conclusion of 21st Annual General Meeting subject to the approval of shareholders.

AUDITORS' REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers in the Auditors' Report. COST AUDITOR:

Pursuant to Section 148 of the Companies Act, 2013 read with the relevant Rules, and based on the recommendation of the Audit Committee, Mr. P Raju Iyer (Membership No:6987) is appointed as Cost Auditor of the Company for the Financial Year 2014-15.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith. (Refer Annexure - I)

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary (Membership No: FCS 3942) to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit report is annexed in MR-3 Form. (Refer Annexure - III)

RISK MANAGEMENT POLICY:

Your Company has an effective Risk Management Policy. The management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the management are annexed as part of the Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 and Rule 12 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are being annexed as part of the Annual Report. (Refer Annexure - II)

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

Your Company has adopted a policy for prevention of sexual harassment in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. A Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

a. No. of complaints received: NIL

b. No of complaints disposed off: NA

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

1. Installations of Capacitors etc. are being done on an on-going basis to improve power factor so as to reduce Consumption.

2. The Company is exploring new technologies and improving the existing technologies applicable to the Hospital Business

3. The Company is engaged in conducting continuous research and development programs and has over a period, developed an excellent team of highly skilled Ophthalmic specialists and surgeons.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company's vision and strategy to deliver another record performance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is in process of constituting CSR committee and formulating a CSR policy pursuant to the provisions of Section 135 of the Companies Act, 2013 as it is applicable from 1st April 2015. Even though the provision of CSR is not applicable for the year under review, the Company strives to engage in CSR activities on the highest possible standards. Around 800 free eye screening camps were conducted in rural and urban areas to help those who have limited access to eye care and over 50,000 people were screened for vision disorder. Programs were conducted for creating eye care awareness, utilizing occasions such as World Diabetes Day, World Sight Day as medium to convey the message. Continuous medical education programmes were organized for various medical practitioners to create awareness regarding the advancement in Ophthalmology.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were at arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This policy was considered and approved by the Board and has been uploaded on the website at www.dragarwal.com

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2015 duly certified by the auditors of the company is annexed. A report on Corporate Governance is given under separate section titled "Corporate Governance Report" and forms part of the Annual Report.

The Management Discussion and Analysis Report also form part of the Annual Report.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for the support and co-operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of our employees. On behalf of all the company's stakeholders who benefit from the hard work of the employees, the Board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board Sd/-

Place: Chennai Dr.Amar Agarwal Date : May 26, 2015 Chairman Cum Managing Director




Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting the TWENTIETH ANNUAL REPORT and that of the Auditors Report together with the audited Balance Sheet as at 31st March 2014 and the Profit and Loss account for the year ended on that date.

PERFORMANCE

The financial results for the year ended 31st March 2014 are as under:

Rs. (In Lakhs)

31.03.2014 31.03.2013

Income 11593.94 10972.95

Profits before depreciation and interest 1322.06 1332.84

Depreciation 604.88 535.21

Interest 345.48 354.22

Profit before Tax 371.70 443.42

Provision for taxation 128.63 129.47

Profit After Tax 243.07 313.96

Balance of Profit brought forward 635.70 392.50

Profit available for appropriations 878.78 706.46

Appropriations:

Dividend (inclusive of dividend tax) 69.21 62.76

Transfer to General Reserve 8.00 8.00

Balance carried forward to Balance Sheet 801.57 635.70

COURSE OF BUSINESS AND OUTLOOK

During the year under review, the company had achieved a turnover of Rs. 115.94 Crore as compared to Rs. 109.73 crore in the last year. The profit before tax was Rs. 3.71 Crore as compared to Rs. 4.43 Crore in the previous year. This should be considered in the backdrop of severe competition from new stand alone clinics. Your Company enjoys a loyal clientele and the company is taking various steps to increase this base by improving various additional facilities in the Hospital. The Company has improved on all technological fields. The Directors are confident that the operations in the current year will be much better.

FIXED DEPOSIT:

The company has not accepted any fixed deposit during the year.

DIVIDEND

The Directors recommend a dividend of 12% exclusive of dividend tax for the financial year ended 31st March 2014.

DIRECTORS

Dr. Adil Agarwal and Dr. Anosh Agarwal retire by rotation and are eligible for re-appointment. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to section 205C of the Companies Act, 1956, your company has transferred a sum of Rs. 140162/- being unclaimed final dividend for the year 2005-06.

AUDITORS

The auditors of the Company M/s. M. K. Dandeker & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITOR''S REPORT:

The report of Auditors and Notes forming part of Accounts are attached along with the Annual Report. There is no qualification in the Audit Report and Notes are self-explanatory.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees, attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

1. Installations of Capacitors etc. are being done on an on-going basis to improve power factor so as to reduce Consumption.

2. The Company is exploring new technologies and improving the existing technologies applicable to the Hospital Business

3. The Company is engaged in conducting continuous research and development programs and has over a period, developed an excellent team of highly skilled Ophthalmic specialists and surgeons.

FOREIGN EXCHANGE EARNINGS / OUTGO:

Foreign Earnings : Rs. 23.36 Lakhs towards surgeries and management consultancy charges.

Foreign Outgo : NIL

DIRECTORS'' RESPONSIBILITY STATEMENT:

Directors hereby declare:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that 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 or loss of the company for that period ;

iii. that 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 subject to the inherent limitations that should be recognized in weighing the assurance ;

iv. that the directors had prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the certificate issued by M/S N.K.BHANSALI & CO., Company Secretary in whole time Practice is attached to the Report.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company''s vision and strategy to deliver another record performance.

CORPORATE SOCIAL RESPONSIBILITY- SERVICE TO COMMUNITY

Legacy is continued in contributing back to society in many ways. Various programs were conducted for creating awareness on eye care, utilizing occasions like World Diabetes Day, World Sight Day as medium to convey the message. Over 20,000 students were screened for vision disorder in free eye screening camps conducted in various public schools. Approximately 750 free eye screening camps were conducted in rural areas to help those who have limited access to eye care. The scientific congress organized for different medical fraternity highlighted the advancement in Ophthalmology propelled the awareness across all segments of society. Working with people... for people... because Dr.Agarwal''s believes in...Vision is Life.

VOLUNTARY DELISTING OF SHARES FROM MADRAS STOCK EXCHANGE

The Madras Stock Exchange Ltd, vide their letter dated 3rd February 2014 had approved for voluntary delisting of equity shares of your Company from the Exchange based on our application.

COMPLIANCE OF MINIMUM PUBLIC SHAREHOLDING

At the Extra Ordinary General Meeting held on June 25, 2013, members approved the Employee Stock Purchase Scheme (ESPS 2013) for employees. At the EGM, members approved the issue of 2,00,000 Equity Shares of Rs. 10/- each to the employees at a premium of Rs.66 per share and in accordance with SEBI approval letter ref.CFD/PK//AT/OW/11408/2013 dated May 14, 2013. The Company further received trading approvals from BSE vide Notice No. 2013022-18 dated 22nd October, 2013 and Madras Stock Exchange vide their letter MSE/LD/PSK/738/306/13 dated 23rd October, 2013. The Company also received confirmation from NSDL and CDSL. Consequence to the completion of ESPS, the Company had complied with the Minimum Public Shareholding requirements under Clause 40A of the Listing Agreement.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2014 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for the support and co-operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of our employees. On behalf of all the company''s stakeholders who benefit from the hard work of the employees, the Board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board Sd/-

Place: Chennai Dr.Amar Agarwal

Date : 27.05.2014 Chairman Cum Managing Director


Mar 31, 2013

The Directors have the pleasure in presenting the NINETEENTH ANNUAL REPORT and that of the Auditors together with the audited Balance Sheet as at 31st March 2013 and the Profit and Loss account for the year ended on that date.

PERFORMANCE

The financial results for the year ended 31s'' March 2013 are as under:

Rs. (In Lakhs)

31.03.2013 31.03.2012

Income 10972.95 10568.29

Profits before depreciation and interest 1332.84 1300.21

Depreciation 535.21 568.57

Interest 354.22 439.36

Profit before Tax 443.42 292.28

Provision for taxation 129.47 132.43

Profit After Tax 313.96 159.85

Balance of Profit brought forward 392.50 232.65

Profit available for appropriations 706.46 392.50

Appropriations:

Dividend (inclusive of dividend tax) 62.76

Transfer to General Reserve 8.00

Balance carried forward to Balance Sheet 635.70 392.50

COURSE OF BUSINESS AND OUTLOOK

During the year under review, the company had achieved a turnover of Rs. 109.73 crore as compared to Rs. 105.68 crore in the last year. The profit before tax was Rs 4.43 crore as compared to Rs. 2.92 crore in the previous year, which is 34% growth over the previous year level. The board of directors have planned to consolidate and improve the growth of existing hospitals for the current year.

FIXED DEPOSIT:

The company has not accepted any fixed deposit during the year.

DD/IDEND

The Directors recommended a dividend of 12% exclusive of dividend tax for the financial year ended 31st March 2013.

DIRECTORS

Dr. Athiya Agarwal and Mr. M R G Appa Rao retire by rotation and are eligible for re- appointment.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to section 205C of the Companies Act, 1956, your company has transferred a sum of Rs. 182133/- being unclaimed final dividend for the year 2004-05.

AUDITORS

The auditors of the Company M/s.M. K. Dandeker & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees, attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Significant measures are being taken to reduce energy consumption by using energy-efficient equipment. The Company has brought effective eye care based on international standards within the reach of every individual. The Company is engaged in conducting continuous research and development programs and has over a period, developed an excellent team of highly skilled Ophthalmic specialists and surgeons.

FOREIGN EXCHANGE EARNINGS/OUTGO:

Foreign Earnings : Rs. 178.46 Lakhs towards training and

management consultancy charges.

Foreign Outgo : Rs. 14.10 Lakhs towards foreign travel.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Directors hereby declare:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 or loss of the company for that period;

iii) that 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 subject to the inherent limitations that should be recognized in weighing the assurance;

iv) that the directors had prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the certificate issued by M/S N.K.BHANSALI & CO., Company Secretary In whole time Practice is attached to the Report.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company''s vision and strategy to deliver another record performance.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility is part of our service that is beyond serving the needy in this neighborhood. Following legacy, the gained knowledge and expertise surgical skills are shared with peers and trained to aspirants.

Eye Care was extended as service to society through more than 4000 public screening programs involving - screening for eye related problems with technical counseling and bringing awareness on impact of life style disease on eye and other eye ailments. More than 3.5 lakh people were screened including the children which contributed about 20% of screening.

The marked days of health calendar like Cataract Awareness Month, Eye Donation Awareness Fortnight, World Glaucoma Week, World Sight Day were utilized in creating awareness thought multidimensional promotional activities, The awareness program conducted in schools and educational institutes will benefit them in many ways and fulfill our aim of extending clear vision.

Legacy''s belief in knowledge dissemination is carried out through different types of scientific programes. The attendance of the delegates in conference like Indian Intra ocular implant & Refractive Society (IIIRSI) or Reticon or Kalpavriksha highlights the wide acceptance of the program and benefits gained by them. The monthly Continued Medical Education (CME) at regional level is contributing to peer''s practice and acquaintance with global trend in eye care.

With all efforts on safety, research and advancement in eye care, we strive to move beyond the business and add many colours to many lives, because ''Vision is Life''.

MINIMUM PUBLIC SHAREHOLDING (MPS)

In order to achieve MPS at 25%, the Company has sought approval of the Securities Exchange Board of India ( SEBI) to adopt Employees Stock Purchase Scheme (ESP Scheme) and SEBI vide its letter dated 14lh May, 2013 acceded to the request of proposed ESP Scheme for meeting compliance with (MPS).The Board of Directors of the Company has also approved the ESP Scheme in the board meeting held on 27th May, 2013 and the Company has called for an Extra Ordinary General Meeting on 25th June, 2013 to obtain approval of the shareholders for the ESP Scheme.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31 /03/2013 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for the support and co operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of our employees. On behalf of all the company''s stakeholders who benefit from the hard work of the employees, the Board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board

Sd/-

Place: Chennai Dr.Amar Agarwal

Date : 27.05.2013 Chairman Cum Managing Director


Mar 31, 2012

The Directors have the pleasure in presenting the EIGHTEENTH ANNUAL REPORT and that of the Auditors together with the audited Balance Sheet as at 31st March, 2012 and the Profit and Loss account for the year ended on that date.

PERFORMANCE

The financial results for the year ended 31st March, 2012 are as under:

Rs. (In Lakhs)

31.03.2012 31.03.2011

Income 10568.29 10421.60

Profits before depreciation and interest 1322.70 1389.20

Depreciation 570.48 601.51

Interest 459.94 426.13

Profit before Tax 292.28 361.56

Provision for taxation 132.43 156.62

Profit After Tax 159.86 204.94

COURSE OF BUSINESS AND OUTLOOK

During the year under review, your company had achieved a turnover of Rs.105.68 crore as compared to the turnover of Rs. 104.21 crore in the last year. The profit before tax was Rs.292.28 lakhs as compared to Rs. 361.56 lakhs in the previous year. The board of directors have planned to consolidate the performance of existing hospitals for the current year.

FIXED DEPOSIT:

The company has not accepted any fixed deposit during the year.

DIVIDEND

To strengthen the reserve base and cash flows the Directors do not recommend any Dividend for the year ended 31st March, 2012.

DIRECTORS

Dr. Jasvinder Singh Saroya and Mr Prabhat Toshnival retire by rotation and are eligible for re-appointment.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to section 205C of the Companies Act, 1956, your company has transferred a sum of Rs.141894/- being unclaimed final dividend for the year 2003-04.

AUDITORS

The auditors of the Company M/s.M.K.Dandeker & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees, attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Significant measures are being taken to reduce energy consumption by using energy-efficient equipment. The Company has brought effective eye care based on international standards within the reach of every individual. The Company is engaged in conducting continuous research and development programs and has over a period, developed an excellent team of highly skilled Ophthalmic specialists and surgeons.

FOREIGN EXCHANGE EARNINGS/OUTGO:

Foreign Earnings : Rs. 148.43 Lakhs towards training and management consultancy charges.

Foreign Outgo : Rs. 177.65 Lakhs towards purchase of medical equipment and foreign travel.

DIRECTORS' RESPONSIBILITY STATEMENT:

Directors hereby declare:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 or loss of the company for that period ;

iii) that 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 subject to the inherent limitations that should be recognized in weighing the assurance;

iv) that the directors had prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the certificate issued by M/S N.K.BHANSALI & CO., Company Secretary in whole time Practice is attached to the Report.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company's vision and strategy to deliver another record performance.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is part of corporate mission from the time of inception by extending eye care to common man in his neighbourhood with affordability.

Yearly, around 4000 such awareness programs are conducted and more than 3 Lakh people are screened for corrective measures in schools, colleges, corporate, Govt. offices and public forums.

Eye related observance day like world glaucoma day, cataract awareness month, eye donation awareness fortnight, world retina day etc... are also utilized for creating awareness through multiple level promotional activities also involving mass media (TV / Radio / News Paper).

Being one of the prime eye care institute, responsibility is also felt in imparting knowledge and experience to the aspiring Ophthalmologists through different platforms like conferences, live surgery shows, wetlab, Continued Medical Education (CME), Scientific Gathering where hands on experience and presentation skills are enhanced. More than 50 such programs are conducted yearly.

With safety, research and adding advancement to eye care listing in our responsibility agenda, we firmly believe to move beyond the business and add colours to many life, because we believe ... Vision is Life!

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2012 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for the support and co operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of our employees. On behalf of all the company's stakeholders who benefit from the hard work of the employees, the Board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board

Sd/-

Place : Chennai Dr.Amar Agarwal

Date : 25.05.2012 Chairman Cum Managing Director

 
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