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Directors Report of Lotus Eye Hospital and Institute Ltd.

Mar 31, 2016

Directors Report

Dear Shareholders,

The Directors have pleasure in presenting the 19th Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2016.

FINANCIAL RESULTS ( Rs,in Lakhs )

Particulars

31.03.2016 (Current year)

31.03.2015 (Previous year)

Income from Operations and other income

3,170.58

3,033.22

Less : Expenses

3,172.63

3,255.65

Profit / (Loss) before Tax

(2.05)

(222.43)

Less : Provision for Taxes :

Current Tax

-

-

Deferred Tax

(12.13)

(24.35)

Profit / (Loss) after tax

10.08

(198.08)

REVIEW OF OPERATIONS AND PERFORMANCE:

Your company has reported a growth of 4.53 % on turnover of Rs, 3170.58 Lakhs during the financial year 2015-16 compared to the turnover of Rs, 3033.22 Lakhs in the previous financial year 2014-15. Your Company has reported a growth of 105.09 % on net profit of Rs, 10.08 Lakhs during the financial year 2015-16 against a net loss of Rs, 198.08 Lakhs during the previous financial year 2014-15.

Your Directors are putting consistent effort to increase the turnover and net profit so that the Company can meet the expectations of the stakeholders.

DIVIDEND:

Due to inadequate profits, your Directors do not recommend any dividend for the year under review.

SHARE CAPITAL:

The Paid up equity share capital as on 31st March, 2016 was Rs, 2,079.63 Lakhs. During the year under review, the Company has not issued any shares to the Shareholders. The company has neither issued shares with differential voting rights nor granted stock options or sweat equity shares.

FINANCE:

Cash and cash equivalents as at 31st March, 2016 was Rs, 247.37 Lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters which are kept under strict check through continuous monitoring.

TRANSFER TO RESERVE:

Consequence to inadequate profits, your company has not transferred any amount to reserve.

DEPOSITS:

During the year under review, your company has not accepted any deposits from public covered under Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by the company is given in the notes to the financial statements.

OUTLOOK FOR THE CURRENT YEAR:

Your company will establish infrastructure facilities for separate super-specialty for Cornea and Retina at Peelamedu Main Hospital, Coimbatore.

Your Company is planning to establish the new centre at Gobichettipalayam, Erode District.

Your Company is also planning to establish another branch in Tirupur in couple of years.

CORPORATE SOCIAL RESPONSIBILITIES:

Your company does not falls under the category to comply with Corporate Social Responsibility as required under Section 135 of the Companies Act, 2013 and Rules made there under. Hence it is not applicable.

DIRECTORS:

Appointment:

Pursuant to the provision of sections 196, 197 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the members of the Company approved the appointment of Ms. Sangeetha Sundaramoorthy (DIN: 01859252) as Whole Time Director of the Company for a period of 5 years with effect from 1st August, 2014, liable to retire by rotation.

Further, Dr. Kavetha Sundaramoorthy was appointed as an Additional Director by the Board of the Company in their meeting held on 30th May, 2016. As required by section 160 of the Act, a notice in writing has been received from a shareholder along with a deposit of Rs, 1,00,000, proposing her candidature for the office of Director liable to retire by rotation. The said appointment is subject to approval of the members at the ensuing Annual General Meeting.

Directors retiring by rotation:

Ms. Sangeetha Sundaramoorthy (DIN: 01859252), Whole-Time Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

Information regarding the Directors seeking appointment/ re-appointment:

Resume and other information regarding the Directors seeking appointment / re-appointment as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 has been given in the Notice convening the ensuing Annual General Meeting and in the Statement pursuant to Section 102 of the Act.

Declaration by Independent Directors:

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Familiarization Programme:

Your Company is yet to adopt the policy on Familiarization programme of Independent Directors. However at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities and further, familiarizes with the activities of the Company on continual basis. The format of letter of appointment is available on the website of the Company (http://www.lotuseye.org/team.php)

Statutory Disclosure:

None of the Directors of the Company are disqualified as per the applicable provisions of the Act. However, Dr. Kavetha Sundaramoorthy (DIN: 02050806), Director vacated the office of Director of the Company with effect from 15.02.2016 due to not attending any board meetings held during the last twelve months.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee.

The criteria for performance evaluation are as under:

Performance Evaluation of Board:

Key Parameters: Degree of fulfillment of key responsibilities; Board structure and composition; Establishment and delineation of responsibilities to Committees; Effectiveness of Board processes, information and functioning; Board Culture and Dynamics; Quality of relationship between the Board and the Management; Efficacy of communication with external stakeholders, etc.

Self Assessment of the Performance by Individual Directors (including Independent Director):

Key Parameters: Attendance at meetings; contribution at meetings; independence of judgment; direction / guidance to senior Management, etc.

Self Assessment of the Performance by the Board Level Committees:

Key Parameters: Degree of fulfillment of key responsibilities; Adequacy of Committee Composition; Effectiveness of meetings; Committee dynamics; Quality of relationship of the committee with the Board and the Management, etc.

The Directors have expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Policy on Board Diversity and Nomination & Remuneration Policy as recommended by the Nomination & Remuneration Committee have been approved by the Board of Directors. The said policies are annexed to the Boards Report as Annexure-IV and are also available on the Company s website at the following link: http://www.lotuseye.org/corporate.php

MEETINGS:

During the year, four Board Meetings, four Audit Committee Meetings and one Nomination and Remuneration Committee Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD:

Currently the Company has three Committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All the committees are Independent under the Chairmanship of an Independent Director. The details of the compositions, terms of reference, meetings, etc., of said Committees are given in the Report on Corporate Governance which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

I. In the preparation of the annual accounts the applicable accounting standards have been followed.

II. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

V. Internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively.

VI. Devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and Company s operations in future.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and date of the report.

CODE OF CONDUCT:

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in Zero Tolerance against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as code of conduct which forms an Appendix to the Code. The Code has been posted on the Company s website http://www.lotuseye.org/corporate.php

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial Personnel of the Company, their appointment / cessation during the year under review and remuneration are given in the Extract of Annual Return annexed hereto and forming a part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Your Company is committed to developing a culture where it is safe for any Whistle Blower to raise concerns about any poor or unacceptable practice and any event of misconduct. The alleged misconduct may be classified in many ways; namely, violation of a law, rule, regulation and / or a direct threat to public interest, such as health and safety violations and corruption.

Your Company will not tolerate any form of victimization and will take appropriate steps to protect a bona fide whistle blower and shall treat any retaliation as a serious disciplinary offence that merits disciplinary action. The Company will protect the identity of the whistle blower, if so desired, provided that the whistle blower will need to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make complaint directly to the Chairman of the Audit Committee. The said mechanism can also be availed by the Directors of the Company.

Whistle Blower Policy of your Company is available on the website of the Company at the following link:

http://www.lotuseye.org/corporate.php

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The same Code is available on the website of the Company at the following link:

http://www.lotuseye.org/corporate.php

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR S REPORT:

The observation made in the Auditors Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS:

The Auditors M/s. V E K A M and Associates, Chartered Accountants, Coimbatore, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

INTERNAL AUDITORS:

M/s. Anbarasu & Jalapathi, Chartered Accountants was appointed as the Internal Auditors of the Company for the financial year 2015-16 pursuant to Section 138(1) of the Act.

SECRETARIAL AUDIT/AUDITORS:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. P. Eswaramoorhy (CP No. 7069) Company Secretary in Practice to undertake the Secretarial Audit of the Company.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Company Secretary in Practice has made certain observations in its Secretarial Audit Report which is annexed herewith as Annexure-II .

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-III . BUSINESS RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company s competitive advantage. As part of the Risk Management framework, the Company reviewed periodically the various risks and finalized the mitigation plans. The identified risk areas were covered by the Internal Audit and major risks were discussed periodically.

PARTICULARS OF EMPLOYEES:

Statements containing the details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as "Annexure-I". During the year under review, no complaint / case was filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Refer "Annexure-IV" and "Annexure-V").

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Steps taken for conservation

The operation of the Company being service related, require normal consumption of electricity. The Company is taking every necessary step to reduce the consumption of energy.

Steps taken for utilizing alternate sources of energy

Nil

Capital investment on energy conservation equipments

In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipments.

b) Technology Absorption:

Efforts made for technology absorption

Nil

Benefits derived

Nil

Expenditure on Research & Development, if any

Nil

Details of technology imported, if any

Nil

Year of import

Nil

Whether imported technology fully absorbed

Nil

Areas where absorption of imported technology has not taken place, if any

Nil

c) Foreign Exchange Earnings / Outgo in Lakhs):

Earnings

Nil

Outgo

48.18

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff at all levels for their continuous cooperation and assistance.

For and on behalf of the Board

Place : Coimbatore

Date : 30th May, 2016 (Sd.) S.K. Sundaramoorthy

Chairman cum Managing Director


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 18th Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS ( Rs. in lacs)

Particulars 31.03.2015 31.03.2014

(Current (Previous year) year)

Income from Operations and other income 3033.22 2908.52

Profit before Depreciation and Tax 253.76 363.69

Less: Depreciation 476.19 353.71

Profit / (Loss) before Tax (222.43) 9.98

Add: Provision for Taxes / Deferred Tax Asset 24.35 6.08

Profit / (Loss) after tax transferred to Reserves & Surplus (198.08) 3.90

REVIEW OF OPERATIONS AND PERFORMANCE :

Your company has reported a turnover of 3032.91 lacs during the financial year 2014-15 compared to the turnover of 2908.52 lacs in the previous financial year 2013.14. Your Company incurred a net loss of Rs.198.08 lacs during the financial year 2014-15 against a net profit of 3.90 lacs during the previous financial year 2013.14. Your directors will take further effort to increase the turnover and net profit.

Dividend: Your Director has not recommended any dividend for the year under review.

SHARE CAPITAL:

The Paid up equity capital as on 31st March, 2015 was 2, 079.63 Lacs. During the year under review the Company has not issued any shares to the Shareholders. The company has not issued shares with different voting rights nor granted stock option nor sweat equity,

FINANCE:

Cash and cash equivalents as at 31st March, 2015 was 51.55 Lacs. The Company continues to focus on judicious management of its working capital, Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by the company is given in the notes to the financial statements.

OUTLOOK FOR THE CURRENT YEAR:

Your company will establish infrastructure facilities for separate super speciality for Cornea and Retina at Peelamedu Main Hospital, Coimbatore.

Your Company is planning to establish the new center at Gobichettipalayam, Erode District.

CORPORATE SOCIAL RESPONSIBILITIES:

Your company always places greater importance to manage its affairs with highest levels of transparency, accountability and integrity and is committed to achieve and maintain the high standards of corporate governance on sustained basis. Your Company reaches out to the needy sections of the society in many ways. In line with this policy, your Company has been continuously organizing many free eye camps along with trust to provide free eye treatment to people below the poverty line.

OPPORTUNITIES AND THREATS:

Through there is a stiff competition in eye care, our company is reasonably doing well. It is because of the established name for quality eye care and increase in demand for eye care in the public.

Our company is situated at South India and faces competition from other hospitals in the home town. We have introduced new departments in Ophthalmology and additional facilities for patients in Coimbatore and other centers.

COMPETITION:

The competition from the un-organized sector would be met by delivering quality eye care on par with international standards which the un-organized sector lacks in view of constraints in investment to create a quality eye hospital.

Because of increased opportunities, many private players are entering into this sector. Your Company can counter this challenge by providing focused eye care delivery and by deploying the state of the art equipments backed by panel of expert Doctors.

SHORTAGE OF SKILLED MANPOWER:

Increasing demand for health care services combined with the aggressive expansion by the Indian private health care players is expected to significantly increase the demand for medical professionals. Similarly there is a shortage of medical and para-medical staff. We have a talented and skilled manpower in terms of Doctors, Nurses and para-medical staff. We continue to attract talented and skilled medical professionals.

INVESTMENT:

The health care sector is a capital intensive sector and need significant funding to grow.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Financial performance with respect to operational performance has been dealt with in the Directors' Report which should be treated as forming part of this Management Discussion and Analysis Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has established internal control systems to ensure optimum use in protecting its resources and ensuring adherence to its policies, procedures and statutes. There is proper and adequate system of internal control for the company and its branches. The company has employed its own internal audit department to review the adequacy of the internal control system, procedures and policies. The internal auditor evaluates the adequacy of the internal control systems by testing the control mechanism and gives their recommendations to the management.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review your company has incurred the foreign exchange outgo to the tune of 275.75 Lacs. (Previous year : Nil)

INDUSTRIAL RELATIONS:

During the year under review, your company enjoyed cordial relationship with the employees at all levels.

DIRECTORS:

Dr.Kavetha Sundaramoorthy retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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

BOARD MEETINGS: During he year five Board Meeting, four Audit Committee Meetings and two Nomination and Remuneration Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE: The composition of audit committee, number of meetings hold and the attendance of directors there to have been provided under an identical head in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

I. In the preparation of the annual accounts the applicable accounting standards have been followed.

II. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

V. Internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively.

VI. Devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and the Company's operations in future.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year, there was no change in the nature of business of the Company

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and date of the report.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.lotuseye.org.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel of the Company as stipulated under the Companies Act, 2013 are Dr.S.K.Sundaramoorthy, Managing Director, Ms.Sangeetha Sundaramorthy, Whole-time Director, CA.M.Venkatachalapathi, Chief Financial Officer and CS.K.Rangasamy, Company Secretary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. There are no observations made in the report for the relevant period. However, the company would ensure that all the provisions are complied to the fullest extent.

STATUTORY AUDITORS:

The Statutory Auditors M/s.V E K A M and Associates, Chartered Accountants, Coimbatore, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr.P.Eswaramoorhy, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a Risk Management Committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

As on 31st March, 2015, none of the employees were in receipt of remuneration in excess of the limits prescribed in Section 197 read with Rule 5, 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 .

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

INFORMATION AS PER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013:

Since the Company is in service industry and does not do any manufacturing activity, the particulars regarding conservation of energy and technology absorption stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable.

The particulars regarding foreign exchange inflow and outflow appear as item no.12 in General Notes on Accounts.

CAUTIONARY STATEMENT:

Statement in this Management Discussion and Analysis describing the health care sector's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff at all levels for their continuous cooperation and assistance.

for and on behalf of the Board

Place : Coimbatore (Sd.) Dr. S.K. Sundaramoorthy Date : 30th May, 2015 Chairman and Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 17th Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March 2014.

FINANCIAL RESULTS ( Rs in lacs)

Particulars 31.03.2014 31.03.2013 (Current year) (Previous year)

Income from Operations and other income 2908.52 2979.36

Profit before Depreciation and Tax 363.69 423.36

Less: Depreciation 353.71 373.20

Profit / (Loss) before Tax 9.98 50.16

Less: Provision for Taxes 6.08 8.66

Profit / (Loss) after tax transferred to Reserves & Surplus 3.90 41.50

Review of Operations and Performance :

Your company has reported a turnover of . 2,908.52 lacs during the financial year 2013-14 compared to the turnover of Rs. 2,979.36 lacs in the previous financial year 2012-13. Your Company earned a net profit of r.3.90 lacs during the financial year 2013-14 against a net profit of Rs.41.50 lacs during the previous financial year 2012-13. Your directors will take further effort to increase the turnover and net profit.

Dividend : Your Directors have not recommended any dividend for the year under review. Outlook for the current year :

Your Company will establish infrastructure facilities for separate super speciality for Cornea and Retina at Peelamedu Main Hospital, Coimbatore.

Your Company is on the look off for better infrastructure facilities either own or rented at Salem and Tirupur. The existing facility at Peramanur East, Salem does not have lift facility as the space is not adequate.

Your Company is planning to establish the new center at Gobichettipalayam, Erode District.

Corporate Social Responsibilities:

Your Company always places greater importance to manage its affairs with highest levels of transparency, accountability and integrity and is committed to achieve and maintain the high standards of corporate governance on sustained basis. Your Company reaches out to the needy sections of the society in many ways. In line with this policy, your Company has been continuously organizing many free eye camps along with trust to provide free eye treatment to people below the poverty line.

Opportunities and Threats:

Though there is a stiff competition in eye care, our company is reasonably doing well. It is because of the established name for quality eye care and increase in demand for eye care in the public.

Our company is situated at South India and faces competition from other hospitals in the home town. So we have introduced new departments in Opthalmology and additional facilities for patients in Coimbatore and other centers.

Competition:

The competition from the un-organized sector would be met by delivering quality eye care on par with international standards which the un-organized sector lacks in view of constraints in investment to create a quality eye hospital.

Because of increased opportunities, many private players are entering into this sector. Your Company can counter this challenge by providing focused eye care delivery and by deploying the state of the art equipments backed by panel of expert Doctors.

Shortage of Skilled Manpower :

Increasing demand for health care services combined with the aggressive expansion by the Indian private health care players is expected to significantly increase the demand for medical professionals. Similarly there is a shortage of medical and para-medical staff. We have a talented and skilled manpower in terms of Doctors, Nurses and para-medical staff. We continue to attract talented and skilled medical professionals.

Investment :

The health care sector is a capital intensive sector and need significant funding to grow.

Financial performance with respect to operational performance :

Financial performance with respect to operational performance has been dealt with in the Directors'' Report which should be treated as forming part of this Management Discussion and Analysis Report.

Internal Control Systems and their Adequacy :

The company has established internal control systems to ensure optimum use in protecting its resources and ensuring adherence to its policies, procedures and statutes. There is proper and adequate system of internal control for the company and its branches. The company has also employed its own internal audit department to review the adequacy of the internal control system, procedures and policies. The internal auditor evaluates the adequacy of the internal control systems by testing the control mechanism and gives their recommendations to the management.

Directors :

Dr. Kavetha Sundaramoorthy retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

Directors'' Responsibility Statement : The Directors confirm that

I. In the preparation of annual accounts the applicable accounting standards have been followed.

II. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the profit of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities

IV. Annual accounts have been prepared on going concern basis.

Particulars of Employees:

As on 31st March 2014, none of the employees were in receipt of remuneration in excess of the limits prescribed in sub- section 2A of section 217 of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules 1994. Information as per section 217 (1) (e) of the Companies Act, 1956:

Since the Company is in service industry and does not do any manufacturing activity, the particulars regarding conservation of energy and absorption in the (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are not applicable. The particulars regarding foreign exchange inflow and outflow appear as item no. 13 in General Notes on Accounts.

Fixed Deposits :

Your company has not accepted any fixed deposits from the public.

Report of Corporate Governance :

The Company has complied with the requirement of the corporate governance in terms of the listing agreements with the Stock Exchanges. The detailed report on corporate governance is annexed and forming part of this report.

Compliance certificate on Corporate governance :

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges is attached to this report Auditors :

The Auditors M/s. V E K A M and Associates, Chartered Accountants, Coimbatore retires at the ensuing Annual General Meeting and are eligible for re-appointment in accordance with the provisions of Section 139(1) and Section 141 of the Companies Act, 2013.

Acknowledgement :

Your directors thank the Shareholders, suppliers, customers and bankers for their continued support during the year. Your directors also place on record their appreciation of the contribution made by the employees at all level towards the growth of the Company.

For and on behalf of the Board

Place : Coimbatore (Sd.) Dr. S.K. Sundaramoorthy Date : 24th May, 2014 Chairman and Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 15th Annual Report of your Company together with the audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS ( Rs. in lacs)

Particulars 31.03.2012 31.03.2011 (Current year) (Previous year)

Income from Operations and other income 2658.63 1983.82

Profit before Depreciation and Tax 189.60 331.59

Less: Depreciation 414.11 263.85

Profit /(Loss) before Tax (224.51) 67.74

Less: Provision for Taxes 0.66 24.23

Profit / (Loss) after tax transferred to Reserves & Surplus (225.17) 43.51

Review of Operations and Performance:

You will be glad to note that your company registered a growth of 34.01% in turnover from f. 1983.82 lacs in 2010-11 to Rs.. 2658.63 in 2011-12. Your Company incurred a net loss of Rs.. 225.17 lacs in 2011-12 as against a net Profit of Rs.. 43.51 lacs during the previous financial year 2010-11. This loss mainly due to the depreciation and amortization of leased assets written off during the year.

Dividend : Your Directors have not recommended any dividend for the year under review.

Outlook for the current yean

Your company will establish infrastructure facilities for separate super speciality for Cornea and Retina at Peelamedu Main Hospital, Coimbatore.

Your company will convert the primary eye care center at Mettuppalayam and Salem II to the secondary eye care centre. Your company is planning to establish more primary eye care centers within south India.

Your Company is on the look off for better infrastructure facilities either own or rented at Salem The existing facility at Peramanur East, Salem does not have lift facility and the space is not adequate.

Your Company is on the look off to find a better building at Tirupur so that the present building can be shifted to the new facilities.

Corporate Social Responsibilities:

Your Company supports in a humble way to the needy sections of the society in many ways. In line with this policy, your Company has been continuously organizing many free eye camps along with trust to provide free eye treatment to people below the poverty line.

Opportunities and Threats:

Though there is a stiff competition in eye care, our company is reasonably well established and gaining to grow for quality eye care and increase in demand for eye care in the public.

Our company is situated at South India and faces competition from other hospitals in the home town and introduced new departments in Ophthamology and additional facilities for patients in Coimbatore and other centers.

Competition

The competition from the un-organized sector would be met by delivering quality eye care on par with international standards which the un-organized sector lacks in view of constraints in investment to create a quality eye hospital. Competition by private sectors and obsolence of medical equipments due to rapid technological changes are the various challenges faced by the company.

Because of increased opportunities, many private players are entering into this sector. Your Company can counter this challenge by providing focused eye care delivery and by deploying the state of the art equipments backed by panel of expert Doctors.

Shortage of Skilled Manpower

Increasing demand for health care services combined with the aggressive expansion by the Indian private health care players is expected to significantly increase the demand for medical professionals. Similarly there is a shortage of medical and para-medical staff. We have a talented and skilled manpower in terms of Doctors, Nurses and para-medical staff. We continue to attract talented and skilled medical professionals.

Investment

The health care sector is a capital intensive sector and need significant funding to grow.

Directors:

Mr.R.Subramanian and Dr. S.S.Badrinath retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board place on record the conferment of "LIFE TIME ACHIEVEMENT AWARD" conferred by Dr.M.G.R. University, Chennai to our Chairman and Managing Director Dr.S.K.Sundaramoorthy for his excellent and outstanding performance in the field of medicine.

Directors' Responsibility Statement:

The Directors confirm that

I. In the preparation of annual accounts the applicable accounting standards have been followed.

II. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

Particulars of Employees:

As on 31st March 2012, none of the employees were in receipt of remuneration in excess of the limits prescribed in sub- section 2A of section 217 of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules 1994.

Information as per section 217 (1) (e) of the Companies Act, 1956:

Since the Company is in service industry and does not do any manufacturing activity, the particulars regarding conservation of energy and absorption in the (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are not applicable. The particulars regarding foreign exchange inflow and outflow appear as item no. 9 in Notes on Accounts.

Fixed Deposits:

Your company has not accepted any fixed deposits from the public.

Report of Corporate Governance:

The Company has complied with the requirement of the corporate governance in terms of the listing agreements with the Stock Exchanges. The detailed report on corporate governance is annexed and forming part of this report.

Compliance certificate on corporate governance:

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges is attached to this report.

Auditors:

M/s. V E K A M and Associates, Chartered Accountants, the Auditors of the Company retire at the forthcoming Annual General Meeting have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re- appointed.

Acknowledgement:

Your directors thank the Shareholders, suppliers, customers and bankers for their continued support during the year. Your directors also place on record their appreciation of the contribution made by the employees at all level towards the growth of the Company.

By order of the Board For LOTUS EYE CARE HOSPITAL LIMITED

Place : Coimbatore (Sd.) K. Rangasamy

Date : 07th August, 2012 Company Secretary


Mar 31, 2010

The Directors have pleasure in presenting the 13th Annual Report of your Company together with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. in lacs)

Particulars 31.03.2010 311)3.2009

(Current year) (previous year)

Income from Operations and other income 1397.30 1291.52

Profit before Depreciation and Tax 235.33 305.88

Less: Depreciation 256.47 166.49

Profit /(Loss) before Tax (21.14) 139.40

Less: Provision for Taxes 2.73 23.16

Profit / (Loss) after tax transferred to Reserves & Surplus (23.87) 116.24

Review of Operations and Performance:

During the financial year ended 31s March 2010, the gross income from operations and other income amounts to Rs.1397.30 Lacs showing 8.19 % increase over the previous financial year 31s March 2009. Due to absorption of higher amount of depreciation and overall increase in operating cost, the company has incurred a net loss of Rs.23.87 lacs during this financial year.

Dividend: Your Director have not recommended any dividend for the year under review.

Outlook for the current year:

Your company is in the process of establishing the primary eye care centre at Mettuppalayam,one more centre at Salem and Tertiary eye care hospital at Cochin during the current financial year.

Your company has proposed to construct the new building at the adjacent land purchased last year at Peelamedu,Coimbatore Main Hospital. It is planned to merge the existing hospital and to expand new facilities like diabetic center and free camp section separately in the expanded building. Your Company has proposed to open the geivril pharmacy, optical shop and refreshment cafe in the proposed new building at Peelamedu.

The possibility of opening new centres in potential areas is being explored.

Corporate Social Responsibilities:

In its role as a socially responsible corporate citizen, your Company reaches out to the needy sections of the society in many ways. In line with this policy, your Company has been continuously organizing many free eye camps along with trust to provide free eye treatment to peoples below the poverty line.

Opportunities and Threats:

Through there is a stiff competition in eye care, our company is reasonably doing well. It is because of the established name for quality eye care and increase in demand for eye care in the public.

Our company is situated at South India and faces competition from other hospitals in the home town. We have introduced new departments in Ophthalmology and additional facilities for patients in Coimbatore and other centers.

Utilization of IPO Proceeds along with loan and internal generations of funds:

The Company has envisaged utilization of IPO Proceeds in respect of the following objects and up to financial year 2009-10 has utilized Rs. 4748.57 lacs towards the objects as detailed below:

Sl.No Objects / Expenditure items Total Cost to be Estimated Actual Utilization in FY

met from IPO Utilization 2008-09 & 2009-10 Proceeds

01 Land 1580.00 1580.00 1949.66

02 Building 1590.00 1590.00 893.29

03 Infrastructure 330.00 330.00 246.05

04 Equipments 980.00 980.00 1166.71

05 Staff quarters 75.00 75.00 75.00

06 Setting up primary eye care unit 330.00 330.00 0.00

07 Working Capital requirement 150.00 150.00 30.00

08 Public Issue Expenses 270.00 270.00 387.86

09 Contingencies 195.00 195.00 O00

Total 5500.00 5500.00 4748.57

The remaining objects are being pursued.

Unutilized IPO funds are held as investment in deposit account of Rs.77.24 lacs, Current account of Rs.12.47 lacs. An amount of Rs.646.92 lacs has been used to reduce the term liability from ICICI Bank and Indian Overseas bank to reduce interest cost as an interim measure pending deployment towards Objects of the issue.

Competition:

The competition from the un-organized sector would be met by delivering quality eye care on par with international standards which the un-organized sector lacks in view of constraints in investment to create a quality hospital.

Because of increased opportunities, many private players are entering into this sector. Your Company can counter this challenge by providing focused eye care delivery and by deploying the state of the art equipments backed by panel of expert Doctors.

Shortage of Skilled Manpower:

Increasing demand for health care services combined with the aggressive expansion by the Indian private health care players is expected to significantly increase the demand for medical professionals. Similarly there is a shortage of medical and para-medical staff. We have a talented and skilled manpower in terms of Doctors, Nurses and para-medical staff. We continue to attract talented and skilled medical professionals.

Capital Investment:

The total capital investment including the work in progress incurred up to March 2009 was Rs.988.70 lacs which were related to the construction of building at Peelamedu and R.S.Puram and the purchase of medical equipments and infrastructures. This capital expenditure was met through IPO, Internal generation as well as building loan availed from Banks.

Directors:

Dr.S.S.Badrinath and Mr.R.Subramanian retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Directors Responsibility Statement:

The Directors confirm that

I. In the preparation of annual accounts the applicable accounting standards have been followed.

II. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

Ill Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance

with the provisions of the companies Act ,1956 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

Particulars of Employees:

As on 31st March 2010, none of the employees were in receipt of remuneration in excess of the limits prescribed in sub- section 2A of section 217 of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules 1994.

Information as per section 217 (1) (e) of the Companies Act, 1956:

Since the Company is in service industry and does not do any manufacturing activity, the particulars regarding conservation of energy and absorption in the (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are not applicable. The particulars regarding foreign exchange inflow and outflow appear as item no. 9 in Notes on Accounts.

Fixed Deposits:

Your company has not accepted any fixed deposits from the public.

Report of Corporate Governance:

The Company has complied with the requirement of the corporate governance in terms of the listing agreements with the Stock Exchanges. The detailed report on corporate governance is annexed and forming part of this report.

Compliance certificate on corporate governance:

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance as t.(ipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges is attached to this report.

Auditors:

M/s. Vekam and Associates, Chartered Accountants, the Auditors of the Company retire at the forthcoming Annual General Meeting have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re- appointed.

Acknowledgement:

Your directors thank the Shareholders, suppliers, customers and bankers for their continued support during the year. Your directors also place on record their appreciation of the contribution made by the employees at all level towards the growth of the Company.

Place :Coimbatore Date :10 th August,2010 for and on behalf of the Board (Sd.) Dr.S.K.Sundaramoorthy Chairman and Managing Director

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