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Directors Report of KMC Speciality Hospitals (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their THIRTY SECOND Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015".

1. Financial highlights for the year ended March 31,2015

2014-15 2013-14 Particulars (Rs In Lakhs) (Rs In Lakhs)

Operating Income 3629.69 3190.92

Other Income 21.24 318.45

Total Income 3650.93 3509.37

Operating Expenses 3066.58 3026.40

EBIDTA 584.35 482.97

Finance Cost 192.62 215.85

Depreciation 379.35 421.92

Profit/(Loss) before Tax 12.38 (154.80)

Provision for Deferred Tax - (125.21)

Profit/(Loss) after Tax (PAT) 12.38 (29.59)

2. Dividend

In view of the carry forward losses, of the company, your Board has not recommended dividend for the financial year 2014-15.

3. Reserves

The Company has not transferred any amount to General reserve during the year.

4. Business and Operations Review

Total Operating income increased, by 13.75% to Rs. 3629.69 lakhs during the financial year 2014-15 from Rs. 3190.92 lakhs in the previous year.

Your Company has earned Profit after tax of Rs. 12.38 lakhs for the financial year 2014-15 against the loss of Rs.145.80 lakhs during the financial year 2013-14. Neurosurgery, Gastroenterology procedures, Orthopedics and Plastic surgery procedures launched during previous periods performed satisfactorily. The improvement in revenue coupled with stringent cost control measures taken by the management the EBIDTA has improved by Rs.101.38 lakhs.

5. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain independence of the Internal Audit function, the Internal Auditor reports to the Chairman of the Audit Committee.

The Internal Audit Team along with the Process Team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit, corrective actions in the respective areas are undertaken and controls strengthened. Significant audit observations and corrective actions thereon are reported to the Audit Committee of the Board

Disclosure of particulars of loans/advances/ investments outstanding during the financial Year.

The Company has not given any loans and advances to other body corporate and associates as specified under Section 186 of the Companies Act, 2013.

6. Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

7. Statutory Auditors

Section 139 of The Companies Act 2013 provided for the appointment of Statutory Auditors for a period of five years and hence M/s B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No 101248W/W- 100022) were appointed as the Statutory Auditors of the Company in the Annual General Meeting of the Company held on 27th September 2014 for a period till the conclusion of the Thirty Sixth Annual General Meeting. However their appointment requires ratification from the members at every AGM.

Accordingly the Board of Directors recommends the ratification of appointment of the Statutory Auditors.

8. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

There are no significant and material orders passed by the regulators or courts or tribunals that may have an impact for the company as a going concern and /or company's operations.

9. Closure of Register of Members and Share Transfer Books

The Register of Members and Share Transfer Books of the company will be closed with effect from 23rd September 2015 to 29th September 2015 (both days inclusive).

10. The Board observed that there are no qualifications or reservations or adverse remarks by the Statutory Auditors as well as by the Secretarial Auditor in their reports.

11. Share Capital

The Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options or employee stock purchase scheme. No shares have been transferred to Suspense account in terms of Clauses 5(A)(I)(g) and 5(A)(II)(h) of the Equity Listing Agreement. As at the end of the financial year the Company's Equity Share Capital stands at 163.08 lakhs consisting of 163.08 lakhs fully paid up Equity Shares of Re. 1 each.

12. Corporate Governance

Your Company has been complying with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate report on Corporate Governance along with Practicing Company Secretary's certificate on compliance of the Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement and Management Discussion & Analysis report forming part of this report are provided elsewhere in this Annual Report

13. Transfer to Investor Education and Protection Fund

As required under the provisions of Section 205A and 205C and other applicable provisions of Companies Act, 1956 (the corresponding provisions in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), dividends that remain unpaid/unclaimed for a period of seven years, are to be transferred to the account administered by the Central Government viz., Investor Education and Protection Fund ("IEPF").There are no amounts which remain unpaid/unclaimed for a period of seven years and hence no amount has been transferred to "IEPF".

14. Extract of the Annual Return

The extract of Annual Return as on the Financial Year ended 31st March 2015, as prescribed under Section 92 read with Rule 12 of Companies (Management and Administration) Rules, 2014 is attached to this report as Annexure 1.

15. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars required to be given as per Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are under

i. Conservation of energy-

Though the nature of the business of the company is such that the consumption of energy is not significant when compared to the overall cost of operations, the company takes all efforts to conserve energy and carries out periodical energy audits.

ii. Technology absorption-

Inspite of the fund constraints, the company is currently in the process of updating the technology in various fields of equipments. Within the limitations, everything possible was done to acquire, improve and update the technology.

iii. Foreign Exchange earnings and outgo.

S.No. Particulars 2014-15 2013-14

1. Foreign Exchange Earned Nil Nil

2. Foreign Exchange outgo Nil Nil

16. Corporate Social Responsibility

Corporate Social Responsibility (CSR) is a new initiative brought in by the Ministry of Company Affairs whereby every company having net worth of rupees 500 crore or more, or turnover of rupees 1000 crore or more or a net profit of rupees 5 crore or more during any financial year are mandated to serve society by contributing at least 2% of average net profits of the Company during three immediately preceding financial year's profit in various CSR activities as defined in Schedule VII of the Companies Act 2013.

Your Company does not fall in any of the above categories and hence CSR rule is not applicable to the Company.

However being a Healthcare Service provider, CSR has been integral part of the manner in which the Company doing the business. Your Company is committed to maintaining the highest standards of corporate social responsibility in all the business activities. The focus is to- - Deliver patient centered care to the highest standards in comfortable surroundings.

* Respect personal independence, patient's rights to make personal choices, decisions, and their right to privacy and to enjoy life in comfort and with dignity.

* Develop our workforce by appropriate recruitment and training.

* Respect the rights and dignity of every employee and treat them fairly and without discrimination. Encourage team building and the sharing of knowledge throughout the organization.

* Recognize employees individual and team contributions and reward them appropriately.

* Respect the rights of people in all communities in which we operate.

* Behave with honesty and integrity in all our dealings and relationship with others.

* Maintain internal controls and management systems adequate to ensure standards are met.

* Seek to be honest and fair in our relationship with suppliers and contractors.

* Encourage suppliers and contractors to abide by our standards.

* Reduce energy, waste, water and paper consumptions where possible.

* Use recycled products or products with a high recycled or reconditioned content where appropriate.

* Respecting the environmental sustainability by keeping up the pollution control protocols.

* Consciously undertaking programmes and activities towards public good and societal benefits.

17. Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided elsewhere in the Annual Report.

No employee of the Company was in receipt of remuneration during the financial year 2014-15 in excess of the sum prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. Directors and Key Managerial Personnel

The details about the changes in the Directors and Key Managerial Personnel by way of appointment, resignation, etc. and Disclosure of relationships between directors inter-se under Clause 49 VIII E 2 of Equity Listing Agreement is included as a part of Corporate Governance Report.

The Directors who are liable to retire by rotation and also whether they offer for reappointment is included in the Notice of AGM.

The Statement of Declarations from Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act 2013, has been obtained from the Independent Directors and the Board has taken on record the same.

19. Declaration given by Independent Directors

All the Independent Directors of the Company have given their declaration under Section 149 (6) of the Companies Act 2013, confirming that they are in compliance with the criteria as laid down in the above said Section for being an Independent Director of the Company. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

20. Policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

21. Particulars of contracts or arrangements with related parties

During the financial year 2014-15 the contracts and arrangements entered by the Company with related parties were on an "arm's length" basis and in the ordinary course of 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 a potential conflict with the interests of the Company at large.

The policy on materiality of Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The details of contracts or arrangements with related parties entered during the year were given in a separate annexure to the report in Annexure 2

22. Risk Management Policy

The Risk Management Policy of the Company elaborates the various methods in identification, assessment, monitoring and mitigation of various risks that the company may face in its business. The Company's enterprise Risk Management approaches identifies and categorizes the major risk relating to Operations and Finance. The Company's objective is to achieve a balance between acceptable levels of risk and reward in effectively managing its Operational, Financial, Business and other risks.

23. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Alagar & Associates, Practicing Company Secretary as the Secretarial Auditors of the Company in the Board Meeting held on 14th February 2015.The Secretarial Report issued by on Company's Secretarial Auditor M/s. Alagar & Associates is annexed and forms part of this Report in Annexure 3.

24. Number of meetings of Board

The detail of number of meetings of Board of Directors is included as a part of Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

25. Composition of Audit Committee

The Audit Committee of the Company has been constituted in accordance with the provisions of Section 177 of Companies Act, 2013 read with Clause 49 of the Listing Agreements with the Stock Exchange. The details of the Audit Committee are included as a part of Corporate Governance Report.

26. Details of establishment of vigil mechanism

The Company has formulated and adopted a vigil mechanism for employees to report genuine concerns to the Chairman of the Audit Committee. The policy provides opportunities for employees to access in good faith, the Audit Committee, if they observe unethical and improper practices. The Whistle Blower policy of the Company is available in the website of the Company. The link for the same is http://www.kauveryhospital.com/investors#.

27. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Agreement, the Board of Directors of the Company has completed a formal evaluation of their performance and that of its Committees and individual directors.

The independent Directors evaluated the performance of the non-Executive Directors, Chairman and the Board at a meeting of Independent Directors held on March 30, 2015. The Board of Directors in their meeting held on August 14, 2015 evaluated the Independent Directors individually. Directors were evaluated on various criteria including attendance, participation in Board Meetings and the willingness and commitment to devote the extensive time necessary to fulfill his/her duties.

28. Listing fees:

The Company confirms that it has paid the annual listing fees for the year 2015-16 to Bombay Stock Exchange.

29. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013:

The Company has in place a Policy on Sexual Harassment Prevention, in accordance with the requirements of the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" All employees are covered under this policy.

The company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 during the financial year 2014-15.

30. Directors' Responsibility Statement as required under Section 134 (5) of the Companies Act, 2013

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(I) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period

(iii) 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

(iv) the directors had prepared the annual accounts on a going concern basis ;

(v) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively ; and

(vi) the directors, had laid down internal financial controls and such internal financial controls are adequate and were operating effectively.

31. Acknowledgements

We thank the various Government Agencies and Banks for their continued support and co-operation to the Company. We place on record our appreciation of the contribution made by our employees, consultants and officers of the Company during the year under report.

For and on behalf of the Board

Place: Chennai (Dr s Chandrakumar) Date :14th August, 2015 MANAGING DIRECTOR & CEO


Mar 31, 2014

Dear Members,

The Board of Directors of your company have pleasure in presenting the Thirty First Annual Report of the company together with the audited statements of accounts for the year ended 31st March, 2014.

The financial results are as follows: As on As on Particulars 31.03.2014 31.03.2013

Operating Income 3190.92 2884.77

Other Income 318.46 41.26

Total Income 3509.38 2926.03

Financial Expenses 215.85 369.78

Depreciation 421.93 109.88

Profit/(Loss) before Tax (154.80) 136.39

Current Tax - 4.27

Provision for Deferred Tax (125.21) 38.55

Profit/(Loss) after Tax (29.59) 93.57

During the year under review your company''s Operating revenue increased by 11%.

In view of the losses no amounts could be transferred to reserves and dividend could not be declared.

2. Highlights

During the year under review :

Advanced Gastroenterology Procedures,

Bariatric Surgery for Obesity and Joint Replacement and Arthoscopy Surgical Procedures which were launched in the previous year performed satisfactorily. Departments launched during the year:

Inauguration of 24 hours treatment of Hand injury and micro surgery unit and Inauguration of Geriatrics Department

NAME OF THE STATUS OF THE DIRECTORS DIRECTOR

Dr S Chandrakumar Chairman Managing Director & CEO (From 30th May, 2013) (Earlier Managing Director & CEO)

Dr D Senguttuvan Executive Director (From 20th July, 2013) (Earlier Non Executive Director)

Dr S Manivannan Non Executive Director

Mr A Krishnamoorthy Independent Director

CA S Chenthilkumar Independent Director

Mr B Pattabhiraman Independent Director

Nominee Director of the Holding Mr S Krishnamurthy Company''s Investors

Dr S Vijayabaskaran Non Executive Director

Mr Pardipta K Mohapatra Independent Director (From 28th May, 2013)

Mr N Balabaskar (From 14th /August, 2013) Independent Director

Mr R Mohan Non Executive Independent (Upto 28th May, 2013) Chairman

Mr D Selvaraj (Upto 20th July, 2013) sNon Executive Director

The details of re-constitution of the Board are narrated in the Notice of AGM, 2014.

4. Disclosure under section 217(1)(e) of the Companies Act, 1956.

The particulars required to be given as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are as under.

i. Conservation of Energy

Though the nature of the business of the company is such that the consumption of energy is not significant when compared to the overall cost of operations, the company takes all efforts to conserve energy and carries out periodical energy audits.

ii. Technology Absorption

Inspite of the fund constraints, the company is currently in the process of updation of technology in various fields of Medicine. Within the limitations, everything possible was done to acquire, improve and update the technology.

iii. Foreign Exchange Earning and Outgo

Particulars 2013-14 2012-13

a. Export and Foreign Exchanges Earned Nil Nil

b. Import of Equipments and Foreign Exchange (EURO) Outflow NIL 16435

c. Foreign Travel NIL NIL

5. Particulars of Employees pursuant to section 217(2A)

No employee of the company was in receipt of remuneration during the financial year 2013-2014, in excess of sum prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

6. Directors'' Responsibility Statement pursuant to the Companies Act, 1956 and the Companies Act, 2013.

Your Directors report as follows -

I. that in the preparation of the annual accounts relating to the financial year ending on 31st March, 2014, the applicable Accounting Standards had been followed and proper explanatory statements had been added relating to material departures, wherever necessary.

ii. that the Directors had selected such accounting policies and applied them consistently and made judgment 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 31st March, 2014 and Profit of the company for the financial year ending on that date.

iii. that the Directors had taken 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.

iv. that the Directors had 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vii. that a comprehensive Code of Conduct has been laid down for all the Board Members and Senior Management Personnel of the Company. Strict compliance of this Code of Conduct by the Board Members and Senior Management personnel is closely monitored. This code of conduct has also been posted on the website of the company.

Upon resignation of Mr R Mohan and Mr D Selvaraj, the Audit Committee has been re-constituted as follows -

7. Audit Committee

CA S Chenthilkumar Chairman

Mr A Krishnamoorthy Member

Mr B Pattabhiraman Member

Dr S Manivannan Member

The Audit Committee met 4 times during the year.

8. Nomination and Remuneration Committee

The Remuneration committee consisted of the following members -

Mr A Krishnamoorthy CA S Chenthilkumar Mr N Balabaskar

The Remuneration Committee with the then Members Mr A Krishnamoorthy, Mr R Mohan, Mr D Selvaraj and CA S Chenthilkumar, met on 28th May, 2013 to consider and recommend the extension of term of office of Dr S Chandrakumar from 30th May, 2013 to the date of AGM of 2015 and elevate him from Managing Director to Chairman Managing Director which items were suitably included in the Notice of the AGM, 2013.

Pursuant to the provisions of Section 178 (1) of the Companies Act, 2013, on 6th June, 2014 the above cited Remuneration Committee was re-named as Nomination and Remuneration Committee with the same constitution.

9. Stake Holders Grievance Committee

Pursuant to the provisions of the Companies Act, 2013 the Stake Holders Grievance Committee was constituted with the following members -

Dr S Vijyabaskaran Chairman

Dr S Chandrakumar Member

Dr D Senguttuvan Member

The Committee oversees the compliance of share transfer requirements and redressal of shareholders grievances, if any.

10. Deposits

As per Section 58A of the Companies Act, 1956 the company has not accepted any deposit from the public.

11. Personnel

Employer-employee relationship in your company continues to be cordial. Your directors look forward to the same in future. Recruitment of experienced corporate professionals to Head all major corporate functions at a group level is adopted.

12. Auditors and their Report

M/s B S R & Co. LLP, Chartered Accountants (FRN 101248W), Chennai, retire as Auditors of the company at the ensuing Annual General Meeting and are eligible for re-appointment. The company has received a letter from them stating that their re-appointment, if made, would be in conformity with the prescribed limits under Section 141 of the Companies Act, 2013.

The detailed Audit Report for the FY 2013-2014 is annexed with the Financials for the year ended 31st March, 2014.

13. Corporate Governance

A Detailed Corporate Governance Report has been annexed to this report.

14. Vigil Mechanism / Whistle Blower Policy

Your Company has adopted a Vigil Mechanism / Whistle Blower Policy as per Section 177(9) of the Companies Act, 2013 and Clause 49(IV) of the Listing Agreement and has established the necessary mechanism for employees to express to the management, their concerns and suggestions about the deficiencies in the systems and procedures or violation of any code of conduct or general ethics. No employee is denied access to the Audit Committee.

15. Acknowledgement

Your Directors wish to thank various Government Agencies, State Bank of India, Axis Bank, Indian Overseas Bank, Punjab National Bank and City Union Bank for their continued co-operation and the support to the company. Your Directors wish to record their appreciation of services rendered by the staff, consultants and officers of the company during the year under report.

For and on behalf of the Board

Place: Trichy Dr S Chandrakumar

Date : 14th August, 2014 Chairman Managing Director & CEO


Mar 31, 2013

The Board of Directors of your company have pleasure in presenting the Thirtieth Annual Report of the company together with the audited statements of account for the year ended 31st March, 2013.

1. The financial results are as follows:

As on As on Pamculars 31.03.2013 31.03.2012

Operating Income 2878.70 1969.52

Other Income 40.45 26.90

Total Income 2919.15 1996.42

Fin an cial expen ses 213. 53 149.20

Depreciation 109.88 96.96

Profit/(Loss) before Tax 136.39 124.59

Provision for Deferred Tax 42.82 44.27

Profit/(Loss) after Tax 93.57 80.32

During the year under review due to increase in Bed strength coupled with improved bed occupancy your company''s Operating revenue increased significantly by 47% resulting in a turn around. Your company recorded a Profit Before Tax of Rs. 136. 39 lacs as compared to a PBT o f Rs. 124.59 lacs in the previous year resulting in the increase of PAT to Rs 93.57 lacs as against the PAT of Rs 80.32 lacs last year.

However, considering the need to conserve cash for operations and capex requirements, dividends could not be declared.

2. Highlights

Advanced Gastroenterology Procedures Bariatric Surgery for Obesity Joint Replacement and Arthroscopy Surgical Procedures Inauguration of Kauvery Academy Implementation of 5S Technique.

3. Directors

NAME OF THE STATUS OF THE DIRECTORS DIRECTOR

Mr R Mohan Non Executive Chairman (Upto 28th May, 2013)

Dr S Chandrakumar Chairman Managing Director & (From 30th May, 2013) CEO (Earlier Managing Director & CEO)

Mr D Selvaraj Non Executive Director

Mr A Krishnamoorthy Non Executive Director

Independent / S Chenthilkumar Non-Executive Director

Mr B Pattabhiraman Independent / Non-Executive Director

Mr S Krishnamurthy Nominee Director ,of,the Holding Company''s Investors

Dr D Senguttuvan Non Executive Director

Dr S Vijayabaskaran Non Executive Director

Mr Pradipta K Mohapatra Independent / (From 28th May, 2013) Non-Executive Director

The details of re-constitution of the Board are narrated in item 4, 5, 6 & 7 of the agenda in the Notice of AGM, 2013.

4. Disclosure under section 217(1)(e) of the Companies Act, 1956.

The particulars required to be given as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are as under-

i. Conservation of Energy

Though the nature of the business of the company is such that the consumption of energy is not significant when compared to the overall cost of operations, the company takes all efforts to conserve energy and carries out periodical energy audits.

ii. Technology Absorption

Inspire of the fund constraints, the company is currently in the process of updating of technology in various fields of Medicine. Within the limitations, everything possible was done to acquire, improve and update the technology.

5. Particulars of Employees pursuant to section 217(2A)

No employee of the company was in receipt of remuneration during the financial year 2012-2013, in excess of sum prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

6. Directors'' Responsibility Statement pursuant to Section 217(2AA) of the Companies Act, 1956.

Your Directors report as follows -

I. that in the preparation of the annual accounts relating to the financial year ending on 31st March, 2013, the applicable Accounting Standards had been followed and proper explanatory statements had been added relating to material departures, wherever necessary.

ii. that the Directors had selected such accounting policies and applied them consistently and made judgment 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 31st March, 2013 and Profit of the company for the financial year ending on that date.

iii. that the Directors had taken 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.

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

v. that a comprehensive Code of Conduct has been laid down for all the Board Members and Senior Management Personnel of the Company. Strict compliance of this Code of Conduct by the Board Members and Senior Management personnel is closely monitored. This code of conduct has also been posted on the website of the company.

7. Audit Committee

Upon resignation of Mr R Mohan, the Chairman Director and member of Audit Committee, the Audit Committee was reconstituted with the following members-

CA S Chenthilkumar chairman (Non-Executive & Independent)

Mr B Pattabhiraman Member (Non-Executive & Independent)

Mr D Selvaraj Member (Non - Executive)

The Audit Committee met 4 times during the year.

8. REMUNERATION COMMITTEE The Remuneration committee consisted of the following 4 members - Mr A Krishnamoorthy Mr R Mohan CA S Chenthilkumar Mr D Selvaraj The committee did not meet in FY 2012-2013. It met on 28th May, 2013 to consider and recommend item number 4 and 5 of the agenda in the AGM Notice 2013.

9. Deposits As per Section 58A of the Companies Act, 1956 the company has not accepted any deposit from the public.

10. Personnel Employer-employee relationship in your company continues to be cordial. Your directors look forward to the same in future. Recruited experienced corporate professionals to head all major corporate functions at a group level.

11. Auditors and their Report M/s Patel Mohan Ramesh & Co, Chartered Accountants, Chennai, the present Statutory Auditors of the company have enclosed their Report. A Special Notice has been received from the Holding Company Sri Kavery Medical Care (Trichy) Limited to appoint M/s BSR and Company, their statutory auditors as statutory auditors of our Company. More details are included in the Notice to the shareholders. The detailed Audit Report for the FY 2012-2013 is annexed with the Financials for the year ended 31st March, 2013.

12. Corporate Governance A Detailed Corporate Governance Report has been annexed to this report.

13. Acknowledgement

Your Directors wish to thank various Government Agencies, State Bank of India, Axis Bank, Indian Overseas Bank, Punjab National Bank and City Union Bank for their continued co-operation and the support to the company. Your Directors wish to record their appreciation of services rendered by the staff, consultants and officers of the company during the year under report.

For and on behalf of the Board

Place: Trichy Dr S Chandrakumar

Date : 28-05-2013 Chairman Managing Director & CEO

 
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