Directors Report of KMC Speciality Hospitals (India) Ltd.

Mar 31, 2023

BOARDS’ REPORT

To,

The Members

Your Directors have pleasure in presenting their Fortieth Annual Report on the business and operations of the Company
and the accounts for the Financial Year ended March 31, 2023.

1. Financial highlights for the year ended March 31, 2023

Particulars	2022-23 (Rs In Lakhs)	2021-22 (Rs In Lakhs)
Operating Income	15,575.64	13,607.28
Other Income	312.86	214.69
Total Income	15,888.50	13,821.97
Operating Expenses	11,444.15	9,889.88
EBIDTA	4444.35	3,932.09
Finance Cost	81.10	69.58
Depreciation	764.22	652.70
Profit/(Loss) before Tax	3599.03	3,209.81
Tax expense	1003.14	880.46
Provision for Deferred Tax	(72.95)	(43.23)
Profit/(Loss) after Tax (PAT)	2668.84	2,372.58

2. Dividend

Board has not recommended dividend for the financial year 2022-23 keeping in view the long term objectives of the Company.

Your Company has formulated a Dividend Distribution Policy in compliance with Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015. This is also available on the Company''s website and can be accessed at:
https://www.kauveryhospital.com/investors

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 14.5% to Rs. 15,575.64 lakhs during the financial year 2022-23 from
Rs. 13,607.28 lakhs in the previous year.

Your Company has earned Profit after tax of Rs. 2668.84 lakhs for the financial year 2022-23 higher than
Rs. 2,372.58 lakhs achieved during the previous year.

5. Information On State Of Company’s Affairs

Information on operational and financial performance etc., is provided in the Management Discussion and Analysis Report,
which is annexed to the Directors'' Report and has been prepared inter-alia in compliance with the terms of SEBI (LODR)
Regulations, 2015.

6. 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.

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

The Company has not given any loans and advances to any other body corporate and associates as specified under Section
186 of the Companies Act, 2013 during the financial year 2022-23.

The details of the investments made by the Company and guarantees provided by the Company are given in the notes to
the financial statements.

8. 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.

9. 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 Deloitte Haskins & Sells, Chartered Accountants (Registration No.008072S), Chennai were appointed as the
Statutory Auditors of the Company in the Annual General Meeting of the Company held on 26th September, 2019 for a
period till the conclusion of the Forty First Annual General Meeting.

Accordingly, M/s. Deloitte Haskins & Sells will continue as Statutory Auditors of the Company till the financial
year 2023-24.

10. 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.

Further no application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code 2016.
The Company has not done any one time settlement with any Bank or Financial Institutions

11. Closure of Register of Members and Share Transfer Books

The Register of Members and Share Transfer Books of the company will be closed suitably prior to holding
Annual General Meeting.

12. 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.

13. 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 Regulation 39
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As at the end of the financial year

the Company''s Authorized Equity Share Capital stands at Rs. 2500 lakhs and paid-up Equity Share Capital stands at
Rs. 1630.85 Lakhs consisting of 1630.85 lakhs fully paid up Equity Shares of Re. 1 each.

14. Corporate Governance

Your Company has been complying with the provisions of Corporate Governance as stipulated in the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

A separate report on Corporate Governance along with Practicing Company Secretary''s certificate on compliance of the
Corporate Governance norms as stipulated in Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Management Discussion & Analysis report are provided elsewhere in
this Annual Report.

15. Particulars of Employees

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the name and other particulars of employees are to
be set out in the Annexure - 4 forming part of the Annual Report (Boards'' Report). However as per provisions of Sec 136(1)
Companies Act, 2013 read with relevant proviso of the Companies Act, 2013, the Annual Report (Boards'' Report) is being
sent to Members excluding the information relating to 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The said information is available for inspection at the Registered Office of the
Company. Any member interested in obtaining such particulars may write to the Company and the same will be furnished.

16. Business Responsibility & Sustainability Reporting

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business
Responsibility & Sustainability Report for the year 2022-23 describing the initiatives taken by the Company towards
Environment, Social and Governance (ESG) parameters & the performance against the nine principles of the ''National
Guidelines on Responsible Business Conduct'' (NGBRCs).in the prescribed format is provided elsewhere in this report.

17. Details of Holding, Subsidiaries, Associate/JV Companies:

The Company is a subsidiary of Sri Kauvery Medical Care (India) Limited, which holds 75% of shares in the Company. The
Company does not have any subsidiary, Associate or Joint Venture Companies.

18. Transfer to Investor Education and Protection Fund

As required under the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the
Companies Act, 2013, 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”.

19. Copy of Annual Return

The duly certified copy of Annual Return for the Financial Year ended 31st March 2023, as prescribed under Section 92
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the website of the
company http://www.kauveryhospital.com/investors# after the Annual General Meeting is held.

20. 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 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-

The Company is currently in the process of updating the technology in various fields of equipment. Within the limitations,
everything possible was done to acquire, improve and update the technology.

iii. Foreign Exchange Earnings and Outgo

S. No.	Particulars	2022-23	2021-22
1.	Foreign Exchange Earned	Nil	Nil
2.	Foreign Exchange outgo	Rs. 10.23 Lakhs	Nil

21. Corporate Social Responsibility

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

Further, in terms of the CSR Rules, the CFO has certified to CSR Committee that the funds disbursed for CSR have been
used, for the purpose and in the manner approved by the Board for financial year 2022- 2023.

The Company has duly constituted a Corporate Social Responsibility Committee as required under Section 135 (1) of the
Companies Act, 2013 and the relevant rules made thereunder and the Board has approved a policy on Corporate Social
Responsibility which is available in the website of the Company at http://www.kauveryhospital.com/investors#.

The Annual Report on your Company''s CSR activities is appended as Annexure-3 to the Board''s Report.

22. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Board of Directors is duly constituted. The Directors
and Key Managerial Personnel as on date of this report are:

S.No.	Name of the Director/KMP	DIN/PAN	Designation
1	Sundararaj Chandrakumar	01867847	Executive Chairman (Whole-Time Director)
2	Selvaraj Manivannan	00910804	Managing Director
3	Duraisamy Senguttuvan	01867900	Whole-Time Director
4	Thirunavukkarasu Senthil Kumar	01742558	Non-Executive Non-Independent Director
5	Krishnamoorthy Arunachalam	00386122	Independent Director
6	Natarajan Bala Baskar	00469656	Independent Director
7	Chenthilkumar Sathasivam	02621693	Independent Director
8	Narayanasami Jeyanthei	07143462	Independent Director
9	Anandababu Kumaraswamy	AETPA9622D	Chief Financial Officer
10	Sushma K	FJMPS6815P	Company Secretary & Compliance Officer

During the year under review, following changes occurred in the composition of the Board of Directors and KMP:

S.No.	Name of the Director/KMP	DIN	Designation	Effective Date	Nature of Change
1	Narayanasami Jeyanthei	07143462	Independent Director	30/08/2023	Re-appointment as Independent Director for Second Term
2	Yasotha Benazir N	NA	Company Secretary & Compliance Officer	15/06/2022	Cessation
3	Sushma K	NA	Company Secretary & Compliance Officer	15/06/2022	Appointment

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder, Dr. T Senthil Kumar, Director of the
Company retires by rotation and being eligible, offers himself for re-appointment in the ensuing Annual General Meeting.

Details of the composition of the Board and that of various Committees of the Board as at the end of the FY 2022-23 are
provided in the Corporate Governance Report annexed to the Boards'' Report.

23. Declaration given by Independent Directors

All the Independent Directors of the Company have given their declaration under Section 149 (7) of the Companies Act,
2013, confirming that they are in compliance with the criteria as laid down in the 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.

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 and the relevant rules and Regulation 16(1)(b) of SEBI (LODR)
Regulations, 2015 has been obtained from the Independent Directors and the Board has taken on record the same.

All the IDs have registered with the databank of Independent Directors developed by the Indian Institute of Corporate
Affairs in accordance with the provisions of Section 150 of the Act, 2013 and obtained ID registration certificate. Further
the Independent Directors have also declared that in the event of expiry of their registration with the Data bank, they shall
take the necessary steps to renew their registration in accordance with the relevant rules of Companies Act 2013.

24. Policy on Directors’ Appointment and Remuneration including criteria for determining qualifications, positive
attributes, independence of 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.

25. Particulars of contracts or arrangements with related parties

During the financial year 2022-23 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 dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website.

The details of contracts or arrangements with related parties entered during the year are given in a separate report
as Annexure-1.

26. Risk Management

The Company approaches Risk Management by 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 risks 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 which is carried out
through the Audit committee which meets at periodic intervals.

27. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

28. 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 2023, for the FY 2022-23. The Secretarial
Audit Report issued by the Company''s Secretarial Auditor M/s. Alagar & Associates is annexed and forms part of this Report
in Annexure-2. The report does not contain any qualification.

29. Number of meetings of Board

The details of the number of meetings of the Board of Directors are included as a part of Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

30. Composition of Audit Committee

The Audit Committee of the Company has been constituted in accordance with the provisions of Section 177 of the
Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The details of the Audit Committee are included as a part of Corporate Governance Report.

31. 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#.

32. Prevention of Insider Trading

The Company has adopted a code for prevention of insider trading with a view to regulate trading and securities by the
Directors and designated employees of the Company. The code requires pre-clearance for dealing in the Company''s
securities and prohibits the purchase or sale of Company''s Securities while in possession of unpublished price sensitive
information and during the period when the trading window is closed.

The company maintains a structured digital database called “Vigilant” software wherein the details of all the designated
persons are being captured in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

33. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, and the Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has completed a formal evaluation of
their performance and that of its Committees and individual directors.

34. Separate Meeting of Independent Directors

The Independent Directors of the Company had met during the financial year to review the performance of the Non¬
Independent Directors, Chairman (after taking into account the views of Executive and Non-Executive Directors of the
Company) and Board as a whole and also the access, quality, quantity and timeliness of the flow of information between
the Company''s management and the Board.

During the Financial Year under review the Independent Directors met on 31^st January, 2023 and all the Independent
Directors attended the Meeting without the presence of the Non-Independent Directors and the members of the
management.

35. Listing fees:

The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to Bombay Stock Exchange where the
company''s shares are listed.

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

The Company has in place a Policy on prevention of Sexual Harassment, 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 complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH).

The company had not received any Complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition
&Redressal) Act, 2013 during the financial year 2022-23.

37. 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 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 laid down internal financial controls and 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.

38. Material changes and commitments affecting financial position between the end of the financial year and the date
of the report

There is no change in the nature of business of the Company during the year. There are no material changes and
commitments in the business operations of the Company since the close of the financial year on 31st March, 2023 to the
date of this report.

39. Familiarization Programme for Independent Directors:

The Board members are provided with necessary documents, reports and internal policies to enable them to familiarize with
the Company''s procedures and practices. The details of such familiarization programmes for the Independent Directors are
posted on the website of the Company.

40. Applicability of maintenance of Cost Records as Specified by the Central Government

As per Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014,Company
is maintaining Cost Records as specified by the Central Government.

On account of the casual vacancy of the erstwhile Cost Auditor of the Company M/s Thanigaimani & Associates, Chennai
who was appointed for FY 22-23, the Company on the recommendations of the Audit Committee had appointed M/s G Sugumar
& Co. (Firm Registration No. 102522), Chennai as the Cost Auditors of the Company for Financial Year 2022-23.Pursuant
to the provisions of the Companies Act, 2013 and rules made thereunder, the remuneration payable to the Cost Auditors
for the FY 2022-23 requires ratification of the shareholders and the same is hereby proposed for ratification in the ensuing
Annual General Meeting.

41. Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

42. Acknowledgments

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 of Directors

sd/- sd/-

Place: Chennai Dr S Manivannan Dr S Chandrakumar

Date: May 29, 2023 DIN: 00910804 DIN: 01867847

Managing Director Executive Chairman (Whole-Time)

---

Mar 31, 2018

To,

The Members

The Directors have pleasure in presenting their THIRTY FIFTH Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. Financial highlights for the year ended March 31, 2018

Particulars	2017-18	2016-17
	(Rs In Lakhs)	(Rs In Lakhs)
Operating Income	7066.65	5482.88
Other Income	32.16	11.50
Total Income	7098.81	5494.38
Operating Expenses	5653.64	4252.48
EBIDTA	1445.17	1241.90
Finance Cost	78.70	124.06
Depreciation	386.38	319.11
Profit/(Loss) before Tax	980.09	798.73
Tax expense	226.43	171.59
Provision for Deferred Tax	88 48	91.73
ProW(Loss) after Tax (PAT)	665.18	535.41

2. Dividend

Board has not recommended dividend for the financial year 2017-18 keeping in view the long term objectives of the Company.

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 28.89% to Rs. 7066.65 lakhs during the financial year 2017-18 from 5482.88 lakhs in the previous year.

Your Company has earned Profit after tax of Rs 665.18 lakhs tor the financial year 2017-18 significantly higher than Rs. 535.41 lakhs achieved during the previous year.

Improvement in Bed occupancy with better revenue mix coupled with operational efficiency and cost control measures contributed to better profitability.

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 Ihe 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.

6. 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. The details of the investments made by the Company and guarantees provided by the Company are given in the notes to the financial statements.

7. 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.

8. 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 27t1’ September 2014 for a period till the conclusion of the Thirty Sixth Annual General Meeting.

9. 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.

10. 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 22nd September, 2018 to 28”‘ September, 2018 (both days inclusive).

11. 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.

12. 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 Clause 39 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As at the end of the financial year the Company’s Authorized Equity Share Capital stands at Rs 2500 lakhs and Paid up Equity Share Capital stands at Rs. 1630 85 Lakhs consisting of 1630.85 lakhs fully paid up Equity Shares of Re. 1 each

13. Corporate Governance

Your Company has been complying with the provisions of Corporate Governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate report on Corporate Governance along with Practicing Company Secretary’s certificate on compliance of the Corporate Governance norms as stipulated in Schedule V read with Clause 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Management Discussion & Analysis report are provided elsewhere in this Annual Report.

14. Transfer to Investor Education and Protection Fund

As required under the provisions of Section 205A and 205C and other applicable provisions of the Companies Act, 1956 (Section 124 of the Companies AcL 2013), 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 (“EPF”).There are no amounts which remain unpaid/unclaimed for a period of seven years and hence no amount has been transferred to “IEPF”.

15. Extract of Annual Return

The Extract of Annual Return as on the Financial Year ended 31*’March 2018, as prescribed under Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached to this report as Annexure 1.

16. 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-

In spite 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.

ill. Foreign Exchange earnings and outgo.

17. Corporate Social Responsibility

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

The net profit for the financial year 2017-18 has crossed the ceiling limit of Rs. 5 Crores and hence CSR rules are applicable to the Company. The Company has duly constituted a Corporate Social Responsibility Committee as required under Section 135 (1) of the Companies Act, 2013 and the relevant rules made thereunder and the Board has approved a policy on Corporate Social Responsibility which is available in the website of the Company httD://www.kauvervhosoital.com/investors#.

The annual report on your Company’s CSR activities is appended as Annexure 4 to the Board’s report.

18. 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 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided elsewhere in the Annual Report.

19. Directors and Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Dr. S Chandrakumar, Managing Director, Dr D Senguttuvan, Executive Director, Mr S. Badrinarayan, Chief Financial Officer and Mr. Sathyan G, Company Secretary.

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

The Statement of Declarations from Independent Directors that they meet the criteria of independence as provided in subsection (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.

20. Declaration given by Independent Directors

All the Independent Directors of the Company have given their declaration under Section 149 (7) of the Companies Act, 2013, confirming that they are in compliance with the criteria as laid down in the 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

21. 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

22. Particulars of contracts or arrangements with related parties

During the financial year 2017-18 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 Managenal Personnel or other designated persons, which may have a potential conflict with the interests of the Company at large.

The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website.

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

23. Risk Management

The Company approaches Risk Management by 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 risks 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.

24. 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 10th February 2018. The Secretarial Audit Report issued by the Company’s Secretarial Auditor M/s. Aiagar & Associates is annexed and forms part of this Report in Annexure 3. The report does not contain any qualification

25. Number of meetings of Board

The details of the number of meetings of the Board of Directors are included as a part of Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. Composition of Audit Committee

The Audit Committee of the Company has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Clause 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Audit Committee are included as a part of Corporate Governance Report

27. 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. kauvervhospita I .com/in vestors#.

28. Prevention of Insider Trading

The Company has adopted a code for prevention of insider trading with a view to regulate trading and securities by the Directors and designated employees of the Company. The code requires pre-clearance for dealing in the Company’s securities and prohibits the purchase or sale of Company’s Securities while in possession of unpublished price sensitive information and during the period when the trading window is closed.

29. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has completed a formal evaluation of their performance and that of its Committees and individual directors.

30. Separate Meeting of Independent Directors

The Independent Directors of the Company had met during the financial year to review the performance of the NonIndependent Directors, Chairman (after taking into account the views of Executive and Non-Executive Directors of the Company) and Board as a whole and also the access, quality, quantity and timeliness of the flow of information between the Company’s management and the Board.

During the Financial Year under review the independent Directors met on H*1 November, 2017 and all the Independent Directors attended the Meeting without the presence of the non-independent directors and the members of the management

31. Listing fees:

The Company confirms that it has paid the annual listing fees for the year 2018-19 to Bombay Stock Exchange where the company’s shares are listed.

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

The Company has in place a Policy on prevention of Sexual Harassment 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 2017-18.

33. 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 laid down internal financial controls and 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.

34. Material changes and commitments affecting financial position between the end of the financial year and the date of the report

There is no change in the nature of business of the Company during the year. There are no material changes and commitments in the business operations of the Company since the close of the financial year on 31st March, 2018 to the date of this report.

35. Familiarization Programme for Independent Directors:

The Board members are provided with necessary documents, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. The details of such familiarization programmes for the Independent Directors are posted on the website of the Company.

36. Acknowledgments

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 of Directors

Race: Chennai (Dr S Chandrakumar) (Dr D Senguttuvan)

Date: 13th August, 2018 DIN: 01867847 DIN:01867900

MANAGING DIRECTOR EXECUTIVE DIRECTOR

---

Mar 31, 2016

DIRECTORS'' REPORT - 2015-16 To,

The Members

The Directors have pleasure in presenting their THIRTY THIRD Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016”.

1. Financial highlights for the year ended March 31, 2016

Particulars	2015-16 (Rs In Lakhs)	2014-15 (Rs In Lakhs)
Operating Income	4256.57	3629.69
Other Income	93.88	21.24
Total Income	4350.46	3650.93
Operating Expenses	3465.89	3066.58
EBIDTA	884.57	584.35
Finance Cost	150.76	192.62
Depreciation	328.21	379.35
Profit/(Loss) before Tax	405.60	12.38
Provision for Tax	84.24	-
Provision for Deferred Tax	-	-
Profit/(Loss) after Tax (PAT)	321.36	12.38

2. Dividend

In view of the carry forward losses, of the company, your Board has not recommended dividend for the financial year 2015-16.

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 17.27% to Rs. 4350.46 lakhs during the financial year 2015-16 from Rs. 3629.69 lakhs in the previous year.

Your Company has earned Profit after tax of Rs. 321.36 lakhs for the financial year 2015-16 significantly higher than Rs. 12.38 lakhs achieved during the previous year. Improvement in bed occupancy coupled with better cost control contributed to the improvement in profitability.

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.

6.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.

7. 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.

8. 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.

9. 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.

10. 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, 2016 to 29th September, 2016 (both days inclusive).

11. 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.

12. 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 Clause 39 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As at the end of the financial year the Company''s Authorized Equity Share Capital stands at 2500 lakhs consisting of 1630.85 lakhs fully paid up Equity Shares of Re. 1 each.

13. Corporate Governance

Your Company has been complying with the provisions of Corporate Governance as stipulated in Clause 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate report on Corporate Governance along with Practicing Company Secretary''s certificate on compliance of the Corporate Governance norms as stipulated in Schedule V read with Clause 34(3) and 54(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Management Discussion & Analysis forming part of this report are provided elsewhere in this Annual Report.

14. 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 (Section 124 of the Companies Act, 2013), 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”.

15. Extract of the Annual Return

The extract of Annual Return as on the Financial Year ended 31st March 2016, as prescribed under Section 92 read with Rule 12 of Companies (Management and Administration) Rules, 2014 is attached to this report as Annexure 1.

16. 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-

In spite 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	2015-16	2014-15
1.	Foreign Exchange Earned	Nil	Nil
2.	Foreign Exchange outgo	Nil	Nil

17. Corporate Social Responsibility

Corporate Social Responsibility (CSR) is a 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.

18. 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 2015-16 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.

19. 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 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

20. 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.

21. 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.

22. Particulars of contracts or arrangements with related parties

During the financial year 2015-16 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.

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.

23. 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.

24. 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 11th February 2016.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.

25. 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.

26. 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 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Audit Committee are included as a part of Corporate Governance Report.

27. 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#.

28. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has completed a formal evaluation of their performance and that of its Committees and individual directors.

29. Listing fees:

The Company confirms that it has paid the annual listing fees for the year 2016-17 to Bombay Stock Exchange.

30. 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 2015-16.

31. 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; and

(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.

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

32. Material changes and commitments affecting financial position between the end of the financial year and date of the report

There is no change in the nature of business of the Company during the year. There are no material changes and commitments in the business operations of the Company since the close of the financial year on 31st March, 2016 to the date of this report.

33. Acknowledgments

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 of Directors

Place Trichv (Dr S Chandrakumar) (Dr D Senguttuvan)

MANAGING DIRECTOR EXECUTIVE DIRECTOR

Date :13^th August, 2016

---

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

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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

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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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Mar 31, 2012

The Board of Directors of your company have pleasure in presenting the Twenty Ninth Annual Report of the company together with the audited statements of account for the year ended 31st March, 2012.

1. The financial results are as follows:

Amount in lacs of Rupees for the year ended

Particulars 31st March 31st March 2012 2011

Operating Income 1969.52 1304.60

Other Income 26.90 26.70

Total Income 1996.42 1331.30

Financial expenses 149.20 55.77

Depreciation 96.96 85.39

Profit/(Loss) before Tax 124.59 (39.54)

Provision for Deferred Tax 44.27 412.00

Profit/(Loss) after Tax 80.32 (451.54)

During the year under review due to increase in Bed strength coupled with improved bed occupancy your company's Operating revenue increased significantly by 51% resulting in a turn around. Your company recorded a Profit Before Tax of Rs. 124. 59 lacs as compared to loss of Rs. 39.54 lacs in the previous year. Consequently the deficit in the Profit & Loss account of Rs. 768.31 lacs as on 1st April 2011 has been reduced to Rs. 687.98 lacs increasing the Shareholders' funds from Rs. 1164.37 lacs to Rs. 1244.69 lacs.

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

During the year under review, the company received an Assessment Order under section 143 (3) read with section 147 of the Income Tax Act, withdrawing the eligibility to carry forward unabsorbed depreciation loss to the extent of Rs. 1371.60 lacs, claimed by the erstwhile management prior to the acquisition by the present management. An appeal against this order has already been filed before the Commissioner of Income Tax (Appeals). Further the company has challenge'd the Assessment Order by filing a writ in the Madras High Court.

The shareholders are aware that your company has successfully completed the Rights Issue in March 2011 at 12:1 ratio, with a subscription to the tune of 1.12 times of the issue involving an Issue amount of Rs 150540000.

The utilization of Rights Issue Proceeds projected in the Letter of Offer dated 11.01.2011 and the amount of proceeds utilized as on 31.03.2012 is provided below for the kind reference of the shareholders.

SI. Particulars Amount Amount No Projected Expended Rs. in lacs Rs. in lacs

1 Renovation and 153.00 153.00 civil construction

2 Equipments 103.85 103.85

3 Repayment of loans 1175.00 1175.00

4 General corporate 23.55 13.55 purposes

5 Rights Issue 50.00 60.00 Expenses

TOTAL 1505.40 1505.40

2. HIGHLIGHTS DURING THE YEAR

1. Inauguration of State of the art NICU & Pediatric facility

2. Addition of the sophisticated Leica Microscope and 3D Scan

3. Sleep Lab

4. Additional lift facility for piatients added

5. Facelift of the 2nd Floor,3rd Floor and reception & lobby area

6. Renovation & expansion of the Triage facility.

7. Commencement of construction of the exclusive patient rooms.

8. Efforts in process of obtaining NABL & NABH Accreditations.

9. Rebranding - Though the group of hospitals under the same management has been established under the name KMC which was so far construed as the trade name, to create an unique business identity intertwined with quality, attraction, distinctive and durable perceptions, the management has taken the efforts with its sister companies, to promote its activities under the brand name KAUVERY HOSPITAL with the logo depicted on the face of this Annual Report.

3. Directors

NAME OF THE STATUS OF THE DIRECTORS DIRECTOR

Mr R Mohan Non Executive lndependent Chairman

Dr S Chandrakumar Managing Director & CEO

Mr D Selvaraj Non Executive Director

Mr A Krishnamoorthy Non Executive Director

CA S Chenthilkumar Independent / Non-Executive Director

Mr B Pattabhiraman Independent / Non-Executive Director

Mr S Krishnamurthy Nominee Director -Since 23rd May, 2011

Dr D Senguttuvan Non-Executive Director - Since 27th July, 2011

Dr S Vijayabaskaran Non-Executive Director - Since 10th November, 2011

Dr S Manivannan Non Executive Director - Upto 27th July, 2011

Dr T Senthilkumar Non Executive Director -Upto 10th November, 2011

Dr S Manivannan the Director of the Company and DrT SenthiJkumar the Director of the Company have resigned on 27th July, 2011 and 10th November, 2011 respectively, their office of directorship in our company due to their personal and other commitments in the projects of the same group.

In the casual vacancy created by the resignation of Dr S Manivannan, Dr D Senguttuvan was co-opted into the Board of the Company with effect from 27th July, 2011. He has a rich experience over 2 decades in the field and a renowned peadiatrician in frichy District. His services to the Hospital company and other hospitals in the group are proven through the performance results of the hospitals and are worthy to be recorded.

In the casual vacancy created by the resignation of Dr T Senthilkumar, Dr S Vijayabaskaran was co- opted into the Board of the Company with effect from 10th November, 2011. He is a doctorate academician with a rich experience of nearly 2 decades. He has widely travelled abroad to various countries for presenting papers in seminars and conferences. His managerial services to the other hospitals in the group are worthy to be recorded.'He is the brother of Dr S Chanadrakumar, the Managing Director of the company.

The Board at its wisdom thought it fit to co-opt such eminent professionals into the Board to avail their able guidance and directions in the operations and administration of the Company..

At this juncture, the Board takes the opportunity of recording its deepest gratitude for the tireless, dedicated and sincere guidance and services in the operatinal and professional areas, provided by Dr.S.Manivanan and Dr.T.Senthilkumar during their tenure of directorship in the Company. The Board takes the privilege of requesting them their continued guidance and the advice in the time to come.

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 Current Previous Year Year

a. Export and Foreign NIL NIL Exchanges Earned

b. Import of Equipments and 77,742 NIL Foreign Exchange (EURO) Outflow

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 2011-2012, 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, 2012, the applicable Accounting Standards has 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, 2012 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

The present constitution of the Audit Committee with the following members continues-

CA S Chenthilkumar Chairman (Non- Executive & Independent)

Mr R Mohan Member (Non- Executive & Independent)

Mr D Selvaraj Member (Non - Executive) -

The Audit Committee met 4 times during the year.

8. Deposits

The company has not accepted any deposit from the public.

9. 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 has been done.

10. Auditors and their Report

M/s Patel, Mohan, Ramesh & Co, Chartered Accountants, Chennai, the present Statutory Auditors of the company have enclosed their Report.

They are willing and eligible for re-appointment. More details are included in the Notice to the shareholders. The detailed Audit Report for the FY 2011-2012 is annexed with the Financials for the year ended 31st March, 2012.

11. Corporate Governance

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

12. Acknowledgement

Your Directors wish to thank various Government Agencies, State Bank of India, Axis Bank, Indian Overseas Bank and Punjab National Bank for their continued co-operation and the support to the company. Your Directors wish to record theft 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 : 13.08.2012 Managing Director

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Mar 31, 2011

Dear Members,

The Board of Directors of your company have pleasure in presenting the Twenty Eighth Annual Report of the company together with the audited statements of account for the year ended 31st March, 2011.

1. The financial results are as follows:

(Amount in lacs of Rupees) 2010-2011 2009-2010

Operating Income 1279.71 853.70

Other Income 29.11 34.66

Total Income 1308.82 888.36

Operating and

Administration Expenses 1207.20 836.83 Financial expenses 55.77 0.53

Depreciation 85.39 86.53

Profit/(Loss) before Tax (39.54) (35.53)

Deferred Tax 412.00 6.07 Net Profit (Loss) (451.54) (41.60)

The company during the year incurred a Financial expenses of Rs 55.77 lacs (previous year – Rs0.53lacs), consequent to payment of interest on the Unsecured Loan taken from the Holding company and on the term Loan availed from Axis Bank for renovation of Hospital Premises,. After providing depreciation of Rs 85.39 lacs (Previous year Rs 86.53 lacs), there was Loss before Tax of Rs 39.54 lacs as compared to Loss before tax of Rs 35.53 lacs in the previous year

During the year under review the company received a notice u/s 148 of the Income Tax Act,1961 seeking to reopen the assessment for the Assessment year 2007-08 and disallow the carry forward depreciation loss to an extent of Rs.1,371.60 lacs. The company has recognised deferred tax asset for the carry forward depreciation loss allowed earlier on this amount. Consequent to this notice, the company has made a Provision for Deferred Tax of Rs 412.00 lacs and the Loss after Tax was therefore higher at Rs 451.54 lacs as compared to Loss after tax of Rs 41.60 lacs in the previous year.

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

The shareholders are aware that your company has successfully completed the Rights Issue at 12:1 ratio, with a subscription to the tune of 1.12 times of the issue involving an Issue amount of Rs 150540000.

The utilization of Rights Issue Proceeds projected in the Letter of Offer dated 11.01.2011 and the amount of proceeds utilized as on 31.03.2011 is provided below for the kind reference of the shareholders.

Sl. Particulars Amount Amount No Projected Expended Rs in lacs Rs in lacs

1 Renovation and civil construction 153.00 —

2 Equipments 103.85 — 3 Repayment of 1175.00 1175.00 loans

4 General corporate 23.55 — purposes

5 Rights Issue 50.00 60.02 Expenses

6 Fixed Deposit - 270.38

TOTAL 1505.40 1505.40

It is brought to the notice of the members that till date an amount of Rs 53 lacs has been borrowed against the Fixed Deposit of Rs 270.38 lacs for investing in, renovation works and medical equipments.

2. HIGHLIGHTS DURING THE YEAR

Bed strength : There has been a gradual increase in the operational bed strength of KMCSHIL . Starting from 70 operational beds early last year we have now escalated to a present operational bed capacity of 135 beds that is likely to go up to 200 in the next 6 months.

Facilities Upgradation : This includes:

a. An exclusive health check up area with CT Scan and Digital X-ray machines.

b. A fully equipped physiotherapy facility with advanced equipments.

c. Extension of the OPD by adding more OP rooms for consultants.

d. A fully equipped advanced NICU and exclusive child friendly pediatrics ward.

e. New Operation Theatre complex with 3 major, 1 minor, 1 labour and 1 septic OTs. An exclusive laminar flow OT for Joint Replacement surgeries.

f. Advanced ICU , PICU and IMCU.

3. Directors

NAME OF THE STATUS OF THE DIRECTORS DIRECTOR

Mr R Mohan Independent/Non- Executive Chairman

Dr S Chandrakumar Managing Director

Dr S Manivannan Non Executive Director – Upto 27th July, 2011

Dr T Senthilkumar Non Executive Director

Mr D Selvaraj Non Executive Director

Mr A Krishnamoorthy Non Executive Director

CA S Chenthilkumar Independent / Non-Executive Director

Mr B Pattabhiraman Independent / Non-Executive Director

Mr S Krishnamurthy Nominee Director with effect from 23rd May , 201 1

Dr D Senguttuvan Non-Executive Director with effect from 27th July , 2011

With effect from 27th July, 2011, Dr S Manivannan the Director of the Company has resigned his office of directorship in our company due to his personal and other commitments in the projects of the same group.

In the casual vacancy created by the resignation of Dr S Manivannan, Dr D Senguttuvan was co-opted into the Board of the Company with effect from 27th July, 2011. He has a rich experience over 2 decades in the field and a renowned peadiatrician in Trichy District. His services to the Hospital company and other hospitals in the group are proven through the performance results of the hospitals and are worthy to be recorded. The Board at its wisdom thought it fit to co-opt such an eminent doctor into the Board to avail his able guidance and directions in the operations of the Company.

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

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 operation. However 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 Current Year Previous Year

a. Export and NIL NIL Foreign Exchanges Earned

b. Import and NIL NIL Foreign Exchange Expended

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 2010-11, 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 ended on 31st March, 2011, 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, 2011 and Profit or Loss of the company for the financial year ended 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

The present constitution of the Audit Committee with the following members continues–

CA S Chenthilkumar - Chairman (Non-Executive & Independent)

Mr R Mohan - Member (Non-Executive & Independent)

Mr D Selvaraj - Member (Non-Executive)

The Audit Committee met 4 times during the year.

8. Deposits

The company has not accepted any deposit from the public.

9. Personnel

Employer-employee relationship in your company continues to be cordial. Your directors look forward to the same in future.

10. Auditors and their Report

M/s Patel, Mohan, Ramesh & Co, Chartered Accountants, Chennai, the present Statutory Auditors of the company have enclosed their Report. They are willing and eligible for re-appointment. More details are included in the Notice to the shareholders. The detailed Audit Report for the FY 2010-2011 is annexed with the Financials for the year ended 31st March, 2011.

11. Corporate Governance

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

12. Acknowledgement

Your Directors wish to thank various Government Agencies, State Bank of India, Axis Bank, Indian Overseas Bank and Punjab National 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.

(By Order of the Board)

Dr S Chandrakumar Managing Director & CEO

Registered Office: No.6 Royal Road, TRICHY 620 001. Date: 27-07-2011

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Mar 31, 2010

The Board of Directors of your company have pleasure in presenting the Twenty Seventh Annual Report of the company together with the audited statements of account for the year ended 31.03.2010.

1. The financial results are as follows:

(Amount in lacs of Rupees)

2009-2010 2008-2009

Operating Income 853.70 327.38

Other Income 34 66 45.05

Total Income 888.36 372.43

Operating and Administrative Expenses 837.36 405.01

Financial cost - 139.81

Depreciation 86.53 91.03

Deferred Tax & FBT 6.07 (374.78)

929.96 261.07

Net Profit (Loss) (41.60) 111.36

Inspite of the increased revenues, due to the cumulative losses (Rs 316.76 lacs) incurred the management is not able to recommend any dividend.

The company has suffered due to severe competition offered by the number of smaller nursing homes offering the same type of services as our hospital, at a lesser cost due to comparatively lower overheads. Being Corporate Hospital our hospital has certain fixed type of statutory overheads. We are not able to match their cost without compromising with, quality and ethical standards of Medical care. Further many of the equipments have become old and obsolete requiring replacement. Strengthening of the other resources like human resources, modification of ICUs, Operation Theatres and Ward & OP Rooms and Halls are also considered necessary, to suit the present needs and comply with the accreditation standards.

To augment these needs the Board of Directors in their meeting held on 21.01.2010 decided to issue twelve equity shares of Re 1 each to every one equity share held by the equity shareholders. After receiving the required approval from SEBI, the offer document for the proposed rights issue will be duly sent to the shareholders.

HIGHLIGHTS

Our company has enrolled for Chief Ministers Insurance plan provided for people below poverty line.

Inauguration of Audiology department.

Inauguration of fulltime Gastro Enterology Department.

Inauguration of Obesity Clinic.

2. Directors

At present the following is the constitution of the Board —.

1. Mr A Mohah

2. Dr S Chandrakumar

3. Mr A Krishnamoorthy

4. Dr S Manivannan

5. Dr T Senthilkumar

6. Mr D Selvaraj

7. CA S Chenthilkumar

8. Mr B Pattabhiraman

3.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

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 operation. However company" takes all efforts to conserve, energy and carries out periodical energy audits:

ii.Technology Absorption

The company currently is forced to restrict the updation of technology on account of severe financial constraints: However within the limitation, everything possible was done to acquire, improve and update the technology in various fields of Medicine.

iii.Foreign Exchange Earning and Outgo

Current Year Previous Year

a. Export and Foreign

Exchanges Earned NIL NIL

b. Value of import of goods on CIF basis NIL NIL

c. Foreign Travel NIL NIL

4.Particuiars of Employees pursuant to section 217(2A)

There is no employee drawing a salary attracting the provisions of Section 217(2A) of the Companies Act, 1956 except Dr S Chandrakumar, the.Managing Director of the Company. (From. 1.10.2.009 to 31.03.2010, Rs 213500 per month)

5.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 3103.2010, the applicable Accounting Standards had been followed and properexplanatory 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 31.03.2010 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.

6. Audit Committee

In sequence of the change in the management the Audit Committee is re-constituted with the following members - CA S Chenthilkumar — Chairman (Non-Executive & Independent) Sri R Mohan — Member (Non-Executive & Independent) Sri D Selvaraj — Member (Non-Executive) The Audit Committee met 4 times during the year.

7. Deposits

The company has not accepted any deposit from the public.

8. Personnel

Employer-employee relationship in your company • continues to be cordial. Your directors look forward to the same in future.

9. Auditors and their Report

M/s Patel, Mohan, Ramesh & Co, Chartered Accountants, Chennai, the present Statutory Auditors of the company have enclosed their Report.

They are willing and eligible for re-appointment. More details are included in the Notice to the shareholders. The auditors in their report for the period 2009-2010 indicated the non maintenance of the Fixed Assets

Register as per prescribed provisions of the Accounting Standards and non inclusion of terms of repayment of loans borrowed from the company under the same management.

In the course of efforts taken for revamping the civil areas as well as equipments, the proper fixed locations for the fixed assets could not be recorded. The management is taking prudent measures to set right the deficiency. The management is also assuring a full compliance within a short while.

Since- the revamping process is not completed and still going on, the revenue generated by the operating activities are not sufficient to augment the requirements. Therefore for the loans borrowed from the company under the same management for the above purposes, the repayment terms could not be arrived at, as the future generation of revenues could not be predicted. Once the conditions of revenue generations are promising, which is assured by the present performance of the hospital, the terms of repayment will be arranged with the lenders in the best interest of the Company.

The substantially whole part of the accumulated losses are the legacy of the previous management. The present management is applying all strategies to reduce these accumulations within the shortest possible period. The major step taken towards this end is the capita! reduction process undertook and successfully completed by the present management.

However the management is not leaving even a single stone un turned, to increase the revenues and to control the costs.

10.Corporate Governance

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

11 .Acknowledgement

Your Directors wish to thank various Government Agencies, State Bank of India, Punjab National Bank and Axis 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: 21.05.2010 Managing Director