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Directors Report of Noida Medicare Centre Ltd.

Mar 31, 2014

The Members

NOIDA MEDICARE CENTRE LTD.

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with Audited Statement of Accounts for the year ended 31st March 2014.

Operations

The financial year 2014 has been a year of unforeseen hurdles for your company which resulted in underperformance of Company''s Imaging & Diagnostic Centre(s) and consequently the company has recorded turnover of Rs. 3648.25 Lacs as compared to turnover of Rs. 6181.51 Lacs for the previous year ended 31st March 2013. During the year under review, profit before interest, depreciation and taxation was Rs. 847.79 Lacs as compared to Rs. 1647.61 Lacs in the previous year ended 31st March 2013.

However, all departments of the hospital at Noida have been operating satisfactorily and are poised for future expansion and modernization following requisite financial inputs. Your hospital, despite the stiff competition and challenges from the large multinational corporate hospitals, which have recently been established in the region, has been able to maintain its position. In addition, your hospital, to maintain its image and reputation of providing quality and excellent healthcare services with a humane touch, has been constantly endeavoring to upgrade its existing medical facilities at the centre.

During the year under report, the Imaging & Diagnostic Centre at LLRM Medical College, Meerut (PPP Model) and at Sunder Lal Jain Hospital were Shutdown due to non extension of facility agreement by the Medical College Authority and the non support & cooperation for the envisaged facility by Sunder Lal Jain Hospital, respectively. This impacted adverse cash flow and decline in the overall revenue of the Company. In addition, there is a proposal to sell or otherwise dispose off Imaging & Diagnostic Unit situated at Vimhans Hospital subject to the approval of the shareholders, owing to ongoing lack of interest of Vimhans in continuation of Neurology & Neurosurgery services at a large scale.

Financial Results:

(Rsin Lacs) Current Year PreviousYear (2013-2014) (2012-2013 )

Income 3648.25 6181.51

Other Income 36.98 20.65

Profit before interest, depreciation 847.79 1647.61 & taxation

Interest 225.66 298.39

Depreciation 1036.97 916.98

Profit Before Tax (414.83) 432.24

Provision for tax/deferred tax (71.77) 144.07

Profit (Loss) after tax (343.06) 288.17

During the year under report, Kotak Mahindra Bank Ltd. continued to be the main banker of the company and the company has been able to reduce its term loan facility from Rs. 464.32 Lacs to Rs. 247.40 Lacs as on 31st March 2014. The company is managing the operations with working capital facility of Rs. 4.00 crores from the Bank.

During the year under report, a deferred three year FLC of USD 3193000 for import of Imaging & Diagnostic Equipments, fell due and converted at a prevailing foreign exchange rate. This resulted in additional financial liability of Rs. 6.04 crores apart from conversion of rest into rupee term loan of Rs. 12.30 crores. The present liability of the bank as on 31st March 2014 is Rs. 19.58 crores.

The company is in the process of entering into strategic arrangement with prospective healthcare organization(s) for settling / reducing the overall financial liability especially on account of the imported equipments installed at Vimhans Hospital by way of participation / acquisition in the stake.

Transfer to Reserve

Your Board has not recommended any transfer to the Reserve during the year under consideration.

Dividend

Your company has not paid any dividend for the year under consideration.

Public Deposits

The company has not invited any deposit from the public during the year under consideration.

Directors'' Responsibility Statement as per section 217 (2AA) of the Companies Act, 1956 read with Section 134 of the Companies Act, 2013.

The financial statements are prepared in accordance with the Indian Generally Accepted Accounting principles (GAAP) under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed by the Companies (Accounting standard) Rules 2006, the provisions of the Companies Act, 2013, the provisions of the Companies Act, 1956, and the guidelines issued by the SEBI. The Board accept responsibility for integrity and objectivity of these financial statements. The Accounting policy used in preparation of the financial statements has been constantly applied except otherwise mentioned in the Notes. The Board has taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 and the Companies Act, 2013 (to the extent applicable), to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Pursuant to the requirement under Section 134 (3) read with 134 (5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

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

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

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors

We regret to inform with deep grief and sorrow the sudden demise of Mr. Ram K. Gupta, director of the Company on 25th July 2014. Mr. Gupta''s initiative, integrity and humanity were unsurpassed and all the Board members pledged to strive hard to continue to meet the standards of healthcare excellence that Mr. Gupta''s set throughout under his long distinguished tenure at NMC.

Mr. Dhirendra Singh Director of the company resigned from the office of director w.e.f. 30th May 2014 due to his pre-occupation. The Board places on record its deep appreciation for the sincere and matured advice rendered to the company during his tenure.

In accordance with Articles of Association of the company, Mr. Vikram Prakash, Director, of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board has appointed Lt. Col. Vinod Bhargava (DIN: 067523731) and Dr. Mandakini Bhargava (DIN: 06948309) as Additional Director(s) with effect from 12th day of August 2014.

The company has received notice of candidature in writing under section 160 of the Companies Act, 2013, proposing candidature of the persons seeking appointment/re-appointment as its Director.

It is worth noting that as per Companies Act, 2013, the company is required to have at least 2 Independent Directors and one Woman Director and accordingly your Board has proposed following appointments:-

Name of the Proposed Designation Appointee

1 Mr. Ravi Mathur Independent Director

2 Dr. Mandakini Bhargava Independent Director

3 Dr. Mandakini Bhargava Woman Director

4. Lt. Col. Vinod Bhargava Non Executive Rotational

Director

Resolutions seeking approval of the shareholders for the aforesaid Reappointment/Appointment of the directors have been incorporated in the notice of the Annual General Meeting.

The Board has constituted/reconstituted its various committees with a view to comply with the provisions of the Companies Act, 1956 read with Companies Act, 2013 and Rules and Regulations made thereunder.

The information on the particulars of the directors seeking reappointment, as required under clause 49 of the listing agreement, has been furnished in the notice to the shareholders for Annual General Meeting.

Declaration by independent directors

The independent Directors of the company, in opinion of the Board, are the person of integrity and possess relevant expertise and experience. They are or were not a promoter of the company or its holding, subsidiary or associate company and they are not related to promoters or directors in the company, its holding, subsidiary or associate company. They including their relatives have or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year. They are not related with the company in any manner or aspect except being Independent Director. The declaration as required under section 149 (6) have already been obtained.

Company''s Policy on Appointment of Directors, their Remuneration and other related things

The company is having its policy on appointment of Directors, their Remuneration and other related things which is in conformity of the Laws, Rules and Regulations. The nomination and remuneration committee of the Board plays a wider role in the matter.

Comments by the Board on every qualification, reservation or adverse remark or disclaimer

Adverse comments and qualification are self explainatory and therefore do not require any comments.

Internal Control System

Your Company has a well established and efficient internal control system and procedures. The Company has a well defined delegation of the financial powers to its various executives through a well-designed system of delegation.

Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

Health, Safety & Welfare (HSW)

Safety, occupational health and welfare of the employee has been the prime concerns of the company and accordingly your company has worked upon implementation of various provisions and facilities in this regard and continuously working for betterment of the same.

Appointment of Secretarial Auditor

The company has appointed M/s. AKP & Associates, Company Secretaries, for obtaining the Secretarial Audit Report and other certificates/compliances and Reports under the provisions of the Companies Act, 2013.

Details of the Board Meeting

The Details of the Board meeting held during the year ended on 31-03-2014 is being attached herewith as an integral part of this Report.

Corporate Governance

Your company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability. It is the endeavour of the company to implement these values to attain excellency in all the fields directly or indirectly related to the company. The company has implemented the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchanges during the year ended 31st March 2014. A report on Corporate Governance along with a certificate of compliance from the Auditors'' of the company is annexed and forms part of this report.

A declaration by the Chairman & Managing Director pursuant to clause 49(1) (D)(ii) of the listing agreement stating that all the Board Members and senior Management of the Company have affirmed compliance with the code of conduct, during the financial year ended 31st March 2014 is also attached with this report.

Listing

The Equity Shares of your company are listed with Delhi Stock Exchange Association Ltd., Bombay Stock Exchange Ltd., The U.P. Stock Exchange Association Ltd. Your company has paid Listing Fees for the year 2014-2015 to all the three Stock Exchange(s).

Conservation of energy, technology absorption, foreign exchange earnings and out go.

A. Conservation of energy

The conservation of energy continues to be one of the important objectives of the company. Your company assigns top most priority to various techniques of consumptions of energy at all levels of operations.

a) phasing out of mercury lamps with CFL/LED Lamps.

b) optimizing the usage of AHU''s to avoid idle running

c) plant maintenance on a regular basis.

B. Technology absorption

The company focuses and strives hard to continuously upgrade the technology to deliver quality healthcare of international standards without, however, resorting to any imports.

C. Foreign exchange earnings and outgo

There was inflow of foreign exchange to the tune of Rs. 1.79 Lacs (previous year Rs. 46.00 lacs) and outflow of Rs. NIL (previous year Rs. 22.88 lacs) in the current year under review.

Auditors

The Audit Committee of the Company has recommended M/s N.K. Duggal & Co., Chartered Accountants, Statutory Auditors of your Company, who retire at the conclusion of the forthcoming Annual General Meeting to be reappointed as Statutory Auditors for next "Three Consecutive Years" subject to ratification by the shareholders at every Annual General Meeting held hereafter. Your Board has consented and approved the recommendation of the Audit committee and hence it is being proposed to you for your kind consideration. The members be informed that the statutory auditors have furnished a certificate required under section 139 read with Section 141 of the Companies Act, 2013, to the effect that their re-appointment, if made, would be in conformity with the conditions prescribed in this regard. They being eligible have offered themselves for re-appointment. Members are requested to consider their re-appointment for next financial year.

Auditors'' Report

The Notes forming part of the Accounts and the comments made by the Auditors, in their report, being self-explanatory, are not being dealt separately.

Particulars of Employees

The Particulars of employees as per Section 217(2A) of the Companies (particulars of employees) Rules, 1975 are annexed and form part of this report.

Corporate Social Responsibility

Your hospital always has a deep sense of responsibility towards the community and takes its social commitment very seriously. The recent provisions of the companies Act, 2013, however, are not applicable to your company but as a committed healthcare organization, it has constituted a committee of independent directors to guide/ suggest to the Board, various CSR measures from time to time.

During the year under report, your hospital has organized many free health check-up camps of varied medical disciplines at the hospital premises and also at the premises of public/private sector corporations. Besides your hospital has been providing subsidized/free medical services to the under privileged section of the society.

NABH Accreditation

Your Hospital at Noida has applied for National Accreditation Board for Hospitals & Healthcare Providers (NABH) and has submitted the relevant tool kit. The NABH pre assessment has already been done and final assessment is underway. A regular training is being imparted to the employees of the hospital at all levels.

Appreciation

Your Directors wish to thank and deeply acknowledge the co- operation, assistance and support extended by Bankers, Statutory Auditors, Practicing Company Secretaries. Your Directors also wish to place on record their appreciation for the sincere and dedicated services rendered by the Consultant Doctors and Employees at all levels, and also thank the Private/Public Sector Corporation(s), Government Authorities, business associates for their continued support and co-operation.

The Directors also take this opportunity to thank the fraternity of shareholders for their continued confidence & trust reposed in the company.

For and on behalf of the Board Date : August 12, 2014 Dr. Naveen Chaudhri Place : Noida (U.P.) Chairman & Managing Director


Mar 31, 2013

To The Members of NOIDA MEDICARE CENTRE LTD.

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with Audited Statement of Accounts for the ear ended 31st March 2013

FINANCIAL RESULTS

Current Year Previous Year (2012-2013) (2011-2012)

Income 6181.51 584919

Other Income 20.65 55.33

Profit before interest & 164776 1595.73

depreciation & taxation Interest 298.39 248.36

Dertfreciation 916.98 890.06

Profit Before Ta 432 39 457 31

Provision for tax/fringe 144 14 12349

Profit after tax 288 25 333 82

OPERATIONS

the financial year 2012 13 witnessed marginal growth in income of the company. During the year under report the company has recorded turnover of Rs 6181 51 Lacs as compared to turnover Rs 584919 Lacs for the previou f Anr ended 31st March 2012 During the year under review, profit before interest depreciation and taxation was Rs 1647 76 Lacs as compared to Rs 1595 73 Lacs in the previous year ended 31st March 2012 The compan earned net profit of Rs. 288 25 Lacs in the current ear as compared to the net profit of Rs 333 82 Lacs in the previous year ended 31st March 2012 All of the hospital have been operating satisfactoril and are poised for future expansion and moderniza tion following requisite financial inputs Your hospital despite the stiff competition and challenges from the large multinational frtrpor-rtte hospitals hich havft recently been es1ablished in the has been able to maintain its edge de to its long built

And established clientele base. In addition your hospital to maintain its image and reputation of providing quality and excellent hea 11 h are services with a humane touch has been eisting medical facilitiesat the

UP-GRADATION

D i the ear nder report our Compan has taken major upgradation programme for its at Noida and recently setup NMCSuperspeciality CentreatV imhans in order to implement the guidelines of National Accreditation Board forHospitals and Healthccccc Pro/iders (NABH) has ndertaken m ajor changes / pgradation

Civil works of gigantic proprtions have been carried out to accommofJ*ite additional hed strength vis-à-vis redesigning f various rooms at differe t floors of the hospital This inclf!ed complete breakdon of the rooms and recr -f ation of neim rooms lobby, Nursing Stations etc. as per the specifications laid down by NABH

A new Isolation block has been createfl to accommodate the patients ref ired to be Isolated especiall for their medical treatment for communicable diseases

Redesigning and restructuring of PaefJiatric & Neonatal Intensive Care Unit

Operation Theaters have been re engineered and

restructureH imith complete modular S S finishing and latest Hepa filter air conditioningsystems The old ICU/ICCU block has been completely modernized it latest monitors life s pport systems etc. The complete furniture and fixture required for patient rooms has been replacefJ imith most mof!ern hydraulic patient beds sofa cum beds crash cart bed side lockers etc.

NMC Superspeciality Centre, Vimhans New Delhi

The company in pursuance to Memorandum of Understanding (MOU) with VimhansHospital has setup 33 BefJfJed NMC perspecialit Cenire to accommofj ate three major specialities

i Nephrology, Cardiology & Gastroenterology. state-of the art fully e Intensive Care Unit Nephrology

i ith dial sis machines, patient aiting lobb Nrsing

Station Hyl edical/General Store Duty Doctor''s Room Pantry, Toilet Complex and Rooms of various catefi viz VIP suites Super Deluxe Suites, Single Rooms Double Rooms and E om ard has been createfj on the second floor of Vimhans

Hosp ital

In addition entire ground floor has been redesigned restructurefJ d renoatefl Proisions have been made for Docior''s OPD Chambers TMT Room Ultrasound/ Echo Room Laboratory Sample Collection Room Toilets An ltramodern Reception equipi-ied with Computer System with TPA Desk alongwith large patient waiting lobb ith LCD s stems etc has been createfj

The façade on the entrance of to the Superspeciality Centre is being createfJ imith allobond sheets and glass to provide unmatchefJ and rich exteriors

All the rooms have been provide fJ imith most modern furniture and fixture LCD sys tem air conditioning etc

INVESTMENTS

Your company in order to leverage the operations and robust

Artunities is planning to make strategic interest / acquisition i pharmaceutical sector

PUBLIC DEPOSITS

The compan has not invited an deposit from the p blic.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956 your Directors confirm that:

1 In the preparation of the annual accounts for the accounting ear ended 31st March 2013 the applicable accounting issed b Instit te of Chartered Accountants of Indi and the requirements of Companies Act 1956 have been followed;

Appropriate accountinA- policies have been selected and consistentl and j4/gements and estimates that are reaso nabl d prudent have been made so as to give a true and fair view of the state of affairs of the company at the end of financial yearand of the profit of the Company for that ear

1 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 enting and detecting fraud and other irreg larities; A The annal accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Yo r company continues to place greater emphasis on managing its affairs with diligence transparency, responsibility and ntabilit It is the endeavor of the compan to implement these values to attain excellency in all the fields directly or indirectly related to the any. The company has implemented the conditions of Corporate Gonance as stipulated in clause 49 of the Listing Agreement ith Stock Echanges dring the year ended 31st March 2013 A report on Corporate Governance alongwith a certificate of compliance from the Auditors'' of the co mpany is annexed and forms part of this report

DIRECTORS

We regret to inform with deep grief and sorrow the sudden demise of Mr C P. Chhabra director of the Company on 29th Ma 2013 Mr. Chhabra''s initiative integrit and hmanit ere unsurpassed and all theBoard members pledged to strive hard to continue to meet the standards of healthcare excellence that Mr Chhabra set throughout under his long distinguished tenure at

NMC

In accordance with Articles of Association of the company, M r Vikram Prakash and Mr Dhirendra Singh Director(s) retire by the ensuing Annual General Meeting and being offer th emselves for re-appointment

LISTING

The Equity Shares of your company are listed with Delhi Stock Exchange Association Ltd Bombay Stock Exchange Ltd The UP. Stock Exchange Association Ltd Your company has paid Listing Fees for the year 2013 2014 to all the three Stock Echange(s).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

A. CONSERVATION OF ENERGY

The ionservation of energ contin es to be one of the important objectives of the company. Your company assigns top most priority to various techniques of consumptions of energy at all levels of operations

- optimi ing the sage of AHU ''s to avoid idle running

- phasing out of mercury lampswith CFL Lamps

- plant maintenanceon a regular basis

- training programmes for creating awareness about conservation of energy and natural resources are also being done on a reglar basis for emplo ees

B. TECHNOLOGY ABSORPTION

The company focuses and strives hard to continuously upgrade the technolog to deliver qualit healthcare of international standards without however reso rting to any imports

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was inflow of foreign exchange to the tune of Rs 46.00 lacs (previous year Rs 70 84 lacs) and outflow of Rs. 22 88 lacs (previous year Rs 25.08 lacs)in the current year under review.

AUDITORS

N K. Duggal & Co Chartered Accountants, the Statutory Aditors of our Compan retire at the concl sion of the forthcoming Annual General Meeting and being eligible offer themselves for re appointment The statutory auditors have furnished a certificate required under section 224(1 B) of the Companies Act 1956 to the effect that their re-appointment if d ould be in conformit ith the limits specified in that section

AUDITORS'' REPORT

The Notes forming part of the Accounts being self explanatory, the comments made by the Auditors in their report are not being dealt separately.

PARTICULARS OF EMPLOYEES

The Particulars of employees as per Section 217(2A) of the Companies (particulars of employees) Rules, 1975 are annexed and form partof this report.

CORPORATESOCIALRESPONSIBILITY

Your hospital always has a deep sense of responsibility towards the community and takes its social commitment vary seriously. During the year under report, your hospital has organized many free health check-up camps of varied medical disciplines at the hospital premises and also at the premises of public/private sector corporations. Besides your hospital has been providing subsidized / free medical services to the under privileged section of the society.

CORPORATEEMPANELMENT

During the year under review, your Hospital at Noida has been empanelled by Employee State Insurance (ESI) and Ex- Serviceman Contributory Heath Scheme (ECHS). The ECHS empanelment benefits have been extended to the beneficiaries residing under areas of Ambala Cantt, Airforce Station HQ Faridabad, Hindon, ECHS Polyclinic Gurgaon, Lodi Road, Delhi Cantt.

CRISILRATING

During the year under review your company has been rated by CRISIL as subsidiary company of Standard & Poor a world renowned rating agency as "SME 1" which represents highest rating under SME category.

ISOCERTIFICATION

During the year under review, your company continued to beISO 9001:2008 certified company by URS Certification Ltd., UK.

NABLACCREDITATION

During the year under review the pathology laboratory at NMC Hospital, Noida and at Vimhans Hospital, New Delhi have been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) representing maintaining highest standards ofpathological investigational reporting.

NABHACCREDITATION

Your Hospital at Noida has applied for National Accreditation Board for Hospitals & Healthcare Providers (NABH) Accreditation and has submitted the relevant tool kit. The NABH pre assessment is awated. Aregular training is being imparted to the employees of the hospitalat all levels.

APPRECIATION

Your Directors wish to thank and deeply acknowledge the co- operation, assistance and support extended by Kotak Mahindra Bank Ltd. and Dhanlaxmi Bank Ltd. Your Directors also wish to place on record their appreciation for the sincere and dedicated services rendered by the Consultant Doctors and Employees at all levels, and also thank the Private/Public Sector Corporation(s), Government Authorities, business associates for their continued support and co-operation.

The Directors also take this opportunity to thank the fraternity of shareholders for their continued confidence &trust reposed in the company.

For and on behalf of the Board

Date: May 30, 2013 DR. NAVEEN CHAUDHRI

Place: New Delhi CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2011

To The Members of NOIDA MEDICARE CENTRE LTD.

The Directors have pleasure in presenting Twenty Second Annual Report together with the Statement of Accounts for the year ended 31 st March 2011.

FINANCIAL RESULTS Rs. in Lacks

Current Year (2010-2011) Previous Year (2009-2010 )

Income 5513.13 3704.82

Other Income 41.08 15.06

Profit before interest & depreciation & taxation 1364.33 968.86

Interest 197.77 187.50

Depreciation 819.53 430.28

Profit Before Tax 347.03 351.08

Provision for tax/fringe benefits 77.40 82.90

Profit after tax 249.20 255.71

OPERATIONS

The financial year 2010-11 was a year of robust growth in income of the company. The company had an eventful year, where it made big strides in positioning NMC as one of the best healthcare provider, comparable to International Standards. The income rose by an impressive 48.81% over the previous year. Your hospital has achieved strong footfall both in OPD and IPD. The hospital achieved an operational average patient occupancy of over 90% in the year under review.

Your company has also achieved substantial growth in diagnostics operations at its Imaging & Diagnostic Centre's situated at VIMHANS, New Delhi and LLRM Medical College, Meerut. The centre's are enjoying the reputation of being one of the leading diagnostic centre's of Delhi and Meerut respectively in terms of availability of latest modalities, accurate diagnosis and quality reporting systems.

All departments of the hospital have been operating satisfactorily and are poised for future expansion and modernization following requisite financial inputs. Your hospital, despite the stiff competition and challenges from the large multinational corporate hospitals, which have recently been established in the region, has been able to maintain its edge, due to its long built goodwill and established clientele base. In addition, your hospital, to maintain its image and reputation of providing quality and excellent healthcare services with a humane touch, has been constantly upgrading its existing medical facilities at the centre.

EXPANSION

During the year under report, your company has entered into Memorandum of Understanding (MOU) with Sunder Leal Jain Hospital, Ashok Vihar, Delhi for opening of an ultramodern Imaging & Diagnostic Centre in their hospital complex. The company is commencing the operations with the installation of 16 Slice CT Scan procured from GE, USA.

This shall give the company, its presence in west and north Delhi as well in addition to its strong hold position in south and east regions of NCR and Uttar Pradesh.

UP-GRADATION/ MODERNIZATION To meet the steadily growing patient's expectations and comfort level, your hospital has undertaken extensive upgradation and modernization programmed.

During the year under report, your company has acquired PET CT, 3T MRI for its imaging & diagnostic division at Vimhans, New Delhi and 16 Slice CT Scan at LLRM Medical Collage, Meerut (U.P.) and 64 Slice CT Scan for its hospital at Noida, from GE USA.

Your company has also acquired Tilting MRI, a latest investigational modality and boon for weight bearing joints diagnosis reporting from world wide sole supplier Esaote, Italy.

All these equipments are latest series equipments, which provides the Company strong competitive edge over other hospitals and diagnostic Centers.

IT Infrastructure

During the year under report, your company has appointed Pellucid Networks Pvt Ltd., Chennai and Attune Medical Systems, Chennai, for implementing Hospital Information Systems (HIS) and Radiological Information Systems (RIS) alongwith PACS on the latest innovated cloud based technology platform in its hospital at Noida and all of its three diagnostic centres situated at Delhi and Meerut. The company has procured latest series of servers, workstations from Dell and hi-end Postscript Printers from Xerox India.

This shall facilitate the company to have centralized control and command over its all the diagnostic centres and the reporting on any modality can be done from anywhere on real time basis and also strengthening its internal administrative controls and timely reports for the benefit of the referral doctors and patients.

Patient Rooms The Third Floor comprising of patient rooms, nursing station, flooring and ceiling has been renovated to meet the growing demand of international patients. These rooms are provided with all modern amenities with separate kitchenette and visitors sitting facilities.

Air-conditioning Plant

The existing air-conditioning plant for the entire hospital has been replaced by a new central air-conditioning chilled water plant of 170 T.R. Hospital Facade

The facade of the hospital building has been changed with glass glazing and allo bond paneling.

SHARE CAPITAL

During the year under report, your company has received warrants subscription amount of Rs. 1,57,50,000/- from the promoters being the 25% of the price of the equity share to be issued in surrender / exchange of 25,00,000 warrants convertible into equivalent number of equity shares of Rs 10/- each at an average price of Rs 25.20/- per share by way of private placement/preferential basis in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, in terms of the resolution passed by the share holders in their last Annual General Meeting held on 30 th September 2010.

FINANCE

During the year under report, your company is pleased to state that Dhanlakshmi Bank Ltd. has sanctioned Rupee Term Loan, Foreign Letter of Credit Limits and Foreign Exchange Limits aggregating to Rs. 20 crores and Kotak Mahindra Bank Ltd has sanctioned Rs. 3.25 crores for acquiring state-of-the-art imaging & diagnostic equipments for its hospital at Noida and diagnostic division (s) at Vimhans, New Delhi and LLRM Medical Collage, Meerut, (U.P.).

INVESTMENTS

Your company in order to leverage the operations and robust growth opportunities is planning to make strategic interest / acquisition in pharmaceutical sector.

PUBLIC DEPOSITS

The company has not invited any deposit from the public.

DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: 1.

In the preparation of the annual accounts for the accounting year ended 31 st March 2011, the applicable accounting standards issued by Institute of Chartered Accountants of India and the requirements of Companies Act, 1956 have been followed; 2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the Company for that year. 3. 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; 4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The path the company has perused to achieve the good Corporate Governance flows from a set of transparent systems, procedures and corporate principles which stimulates and promotes corporate fairness, transparency and accountability. It is the endeavor of the company to implement these values to attain Excellency in all the fields directly or indirectly related to the company. The company has implemented the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchanges during the year ended 31 st March 2011. A report on Corporate Governance alongwith a certificate of compliance from the Auditors' of the company is annexed and forms part of this report.

DIRECTORS

During the year in the report, Mr. Dhirendra Singh IAS (Retd.) and Mr. Ravi Mathur IAS (Retd) have been appointed as an Additional Directors of the company to hold office upto the conclusion of forthcoming Annual General Meeting.

Being eligible, Mr. Dhirendra Singh and Mr. Ravi Mathur have offered themselves for appointment as Director (s) of the company. The company has received a notice u/s 257 of the Companies Act, 1956 proposing to appoint them as Director(s) of the company.

In accordance with Articles of Association of the company, Mr.C.P.Chhabra and Mr. Vikram Prakash Director(s) retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

LISTING

The Equity Shares of your company are listed with Delhi Stock Exchange Association Ltd., Bombay Stock Exchange Ltd., The U.P. Stock Exchange Association Ltd.. Your company has paid Listing Fees for the year 2011-2012 to all the three Stock Exchange(s).

AUDITORS

N.K. Duggal & Co., Chartered Accountants, the Statutory Auditors of your Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The statutory auditors have furnished a certificate required under section 224(1-B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be in conformity with the limits specified in that section.

AUDITORS' REPORT

The Notes forming part of the Accounts, being self-explanatory, the comments made by the Auditors in their report are not being dealt separately.

PARTICULARS OF EMPLOYEES

The Particulars of employees as per Section 217(2A) of the Companies (particulars of employees) Rules, 1975 are annexed and form part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Your hospital always has a deep sense of responsibility towards the community and takes its social commitment vary seriously. During the year under report, your hospital has organized many free health check-up camps of varied medical disciplines at the hospital premises and also at the premises of public/private service corporations. Besides your hospital has been providing subsidized / free medical services to the under privileged section of the society.

ISO CERTIFICATION

During the year under review, your company continued to be ISO 9001:2008 certified company by URS Certification Ltd., UK.

NABL ACCREDITATION

During the year under review, your company's Pathology Laboratory at Vimhans, New Delhi has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) representing maintaining highest standards of pathological investigational reporting. The pathology laboratory at NMC Hospital, Noida, has also been assessed and is awaiting for NABL Accreditation.

NABH ACCREDITATION

Your Hospital at Noida has applied for National Accreditation Board for Hospitals & Healthcare Providers ( NABH ) Accreditation and has submitted the relevant tool kit. The hospital is geared up for NABH assessment. A regular training is being imparted to the employees of the hospital at all levels.

NABH - MIS ACCREDITITION

During the year under review, your company has applied for National Accreditation Board of Hospital & Health Providers (NABH) Medical Imaging Services (MIS) for its Imaging & Diagnostic Centre at Vimhans, New Delhi.

APPRECIATION

Your Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by Kotak Mahindra Bank Ltd. and Dhanlaxmi Bank Ltd.. Your Directors also wish to place on record their appreciation for the sincere and dedicated services rendered by the Consultant Doctors and Employees at all levels, and also thank the Private/Public Sector Corporation(s), Government Authorities, business associates for their continued support and co-operation.

The Directors also take this opportunity to thank the fraternity of shareholders for their continued confidence.

For and on behalf of the Board

Sd/-

Date: September 2, 2011 DR. NAVEEN CHAUDHRI

Place: New Delhi CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2009

The Directors have pleasure in presenting Twentieth Annual Report together with the Statement of Accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS

Rs. in Lacs

Current Year Previous Year (2008-2009) (2007-2008)

Income 2504.54 2375.84

Other Income 28.94 19.67

Profit before interest & 729.86 676,31 depreciation & taxation

Interest 130.90 135,35

Depreciation 437.57 362.21

Profit/ (Loss) before tax 161.38 178.75

Provision for tax 27.01 24,68

Profit/ (Loss) after tax 144.61 119.58

OPERATIONS

Your company has compieted 20 years of dedicated services to the community and has achieved many milestones. Your hospital which started with 68 beds in the year 1989 has grown to 120 beds Your company has also expanded its operations in Imaging & Diagnostic Centres in the capital city of Delhi and state of Uttar Pradesh.

During the year under report, your hospital continued its growth path. The total income of the company increased to Rs. 2504.54 lacs from Rs. 2375.84 lacs in the previous year. The annualized income of the company increased by 5.42 %.

Hospital at NOIDA:

Based on the much needed growing demand, your hospital has taken initiatives in the following speciality areas :

Department of Obst. & Gynae :

Advanced Obst. & Gynae unit has been completely upgraded and modernized and can take care of all types of minimal invasive surgeries including laproscopic and hysteroscopic surgeries. In addition the global popular single room concept of maternity (LDR) has been well accepted. The Neonatal Intensive Care Unit (NICU) and Paediatric Intensive Care Unit (PICU) have been further modernized and equipped with latest equipments. The department is headed by Senior Gynaecologist Dr. Madhu Srivastava, DRCOG, MRCOG (London).

Depatment of Urology:

The department of urology at NMC encompasses all spheres of Urology. The department is strengthened with the induction of Dr. Ritesh Mongha, Senior Consultant Urologist. Patients problems relating to stones, renal uretic and bladders are being managed by minimally invasive urological techniques. The hospital has all facilities for laproscopic urological procedures, Uro-oncology: Radical cystectomy, nephrectomy and prospectomy are being done in large numbers. The department offers complete services for paedlatric urology as well.

Department of Oncology:

The interventional Oncology Department has been upgraded, modernized and strengthened with the induction of Dr. Ratnesh Srivastava, a renowned Senior Interventional Oncologist, The department has successfully treated serious cancer patients not only from India but also from Overseas.

Department of Nephrology & Dialysis:

The Nephrology department has been further strengthened with induction of Dr. Sanjay Wadhawan Sr. Consultant Nephrologist. The dialysis wing, which has been running for the last 18 years in Noida has been additionally equipped with latest dialysis machines. The department has separate dialysis machines tor Hepatitis - B Positive and Negative patients. The department is also running active CAPD programme.

Department of Hearing & Speech Therapy:

During the year, Department of Hearing & Speech Therapy has oeen introduced at your hospital in association with Advanced Hearing Aid, USA. The department has been providing facilities for Cochlear

Implants, Audiometry and hearing aids. In addition to this qualilied speech therapist is available for patients suffering from speech disorders.

Department of Pathology & Microbiology:

The department has been upgraded and modernized by demolishing the entire Pathlab area in the basement and modern outlook has been given and latest equipments & analyzers have been added to comply with standards of NABL

Imaging & Diagnostic Centre at VIMHANS, New Delhi:

Your company in order to keep its continued goodwill of introducing latest medical diagnostic technology and providing quality and accurate investigational reporting, has introduced a state-of-the-art GE Innova 3100 with 3D DSA and inbuilt CT Scanner Neuro-lnterventional Cath Lab for the first time in India to perform more accurately arterial aneurysm coiling, AVM embolization and carotid stentting. The department is headed by Dr. V.K. Dixit, Senior Consultant Neurosurgeon,

The centre also has unique facility of teleradiology system for image transfer and interlinking with other centres for radiological consultation / investigations, Imaging & Diagnostic Centre at LLRM Medical College. Meerut:

Your company in order meet the growing demand tor hi-tech imaging & diagnostic investigations has installed latest diagnostic equipments at LLRM Medical College Meerut. The centre is providing diagnostic investigations not only to the patients of LLRM Medical College but also catering to the entire city of Meerut and other nearby areas. Your centre has created a niche in the medical diagnostic field in the region for accurate and prompt reporting systems.

All other departments of the hospital have been operating ¦ satisfactorily and are poised for future expansion and modernization following requisite financial inputs. Your hospital, despite the stiff competition and challenges from the large multinational corporate hospitals, which have recently been established in the region, has been able to maintain its edge, due to its long built goodwill and established clientele base. In addition, your hospital to maintain its image and reputation of providing quality and excellent healthcare services with a humane touch, has been constantly upgrading its existing medical facilities at the centre.

LIP-GRADATION/ MODERNIZATION

To meet the steadily growing patients expectations and comfort level, your hospital has undertaken extensive upgradation and modernizalion programme.

Patient Rooms ¦ The existing building of (he hospital is being re-engineered and re-designed at various levels.

- Entire second and third floor comprising of patient rooms, nursing station, flooring and ceiling are being renovated.

- Super deluxe suites with all modern amenilies with separate kitchenette and visitors sitting facilities have been provided especially to meet the growing demand of international patients.

Health Capsule - 24 Hrs Chemist

An ultramodern pharmacy under the Brand name HEALTH CAPSULE has been added fo take care of all medical and surgical requirements of not only of the admitted patients but also for the OPD patients and general public. The pharmacy is also equipped with FMCG items, which is the need of modern trade of pharmacy and growing demand of customers.

Cafe- Zone

Cafeteria services area has been completely renovated with central air-conditioned and provision of larger sitting area with modern outlook. The cafeteria is having provision for fast-food items and cafe for the convenience of patients attendants and visitors.

Mandir

A Mandir near the exit gate of the hospital has been constructed in a much larger area for the convenience of patient attendants and visitors for praying and God worship,

NMC Signage

NMC signage built of special material has been displayed prominently on the main entry gate of the hospital.

SHARE CAPITAL

During the year under report, your company has Increased its Authorised capital base from Rs. 10 crores to Rs. 25 crores. In addition your company has allotted 10,00,000 and 2.00,000 equity shares of Rs. 10/- each at an average price of Rs. 13 50/- per share on 14th October 2008 to Stressed Assets Stabilization Fund (SASF) and IFCI Ltd. respectively in accordance with the terms and conditions of their negotiated settlements for settling the outstanding dues of the company in accordance with SEBI guidelines for preferential issues and Companies Act, 1956.

FINANCE

During the year under report, your company is pleased to state that it has been sanctioned term/working capital loan of Rs. 4.50 crores and equipment loan of Rs. 2.75 crores from Kotak Mahindra Bank Ltd. The existing working capital limits of Rs. 1.45 crores has also been taken over by Kotak Mahindra Bank Ltd, The company has commenced the daily banking relationship with Kotak Mahindra Bank Ltd.

INVESTMENTS

Your company in order to leverage the operations and robust growth opportunities is planning to make strategic interest / acquisition in pharmaceutical sector.

PUBLIC DEPOSITS

The company has not invited any deposit from the public.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956. your

Directors confirm that:

1. In the preparation of the annua! accounts for the accounting year ended 31st March 2009, the applicable accounting standards issued by Institute of Chartered Accountants of India and the requirements of Companies Act, 1956 have been followed;

2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the Company for that year.

3. 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;

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The path, the company has perused to achieve the good Corporate Governance flows from a set of transparent systems. procedures and corporate principles which stimulates to develop and promote corporate fairness, transparency and accountability. It is the endeavor of the company to implement these values to attain Excellency in all the fields directly or indirectly related to the company.

The company has implemented the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchanges during the year ended 31st March 2009. A report on Corporate Governance alongwith a certificate of ¦ compliance from the Auditors of the company is annexed and forms part of this report.

DIRECTORS

In accordance with Articles of Association of the company, Brig, R.S. Chaudhri and Mr. Vikram Prakash, Director(s) retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

LISTING

The Equity Shares of your company are listed with Delhi Stock Exchange Association Ltd., Bombay Stock Exchange Ltd., The U.P. Stock Exchange Association Ltd., Kanpur. Your company has paid Listing Fees for the year 2009-2010 to all the three Stock Exchange(s).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

A. CONSERVATION OF ENERGY

The conservation of energy continues to be one of the important objectives of the company. Your company assigns top most priority to various techniques of consumptions of energy at all levels of operations, a) plant maintenance on a regular basis, b) optimizing the usage of AHUs to avoid idle running c) use of lights during day and night has been optimized and some independent switches have been provided for lighting so that they can be switched on whenever required, d) optimum use of two lifts, one to stop during nights depending upon the hospital occupancy, e) training programmes for creating awareness about conservation of energy and natural resources are also being done on a regular basis for employees.

B. TECHNOLOGY ABSORPTION

The company focuses and strives hard to continuously upgrade the technology to deliver quality healthcare of international standards. During the year under report the company has not imported any technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was inflow of foreign exchange to the tune of Rs, 4,73 lacs (previous year Rs, 5,57 lacs) and outflow of Rs. 2.42 lacs (previous year Rs. 4.01 lacs) in the current year under review.

AUDITORS

M/s N.K. Duggal & Co., Chartered Accountants, the Statutory Auditors of your Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The statutory auditors have furnished a certificate required under section 224(1-B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be in conformity with the limits Specified in that section.

AUDITORS REPORT

The Notes forming part of the Accounts, being self-explanatory, the comments made by the Auditors in their report are not being dealt separately.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in the company drawing remuneration in excess of the limits as specified in the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CORPORATE SOCIAL RESPONSIBILITY

Your hospital always has a deep sense of responsibility towards the community and takes its social commitment vary seriously. During the period under report, your hospital has organized many free health check-up camps of varied medical disciplines at the hospital premises and also at the premises of various corporations. Besides your hospital has been providing subsidized / free medical services to the under privileged section of the society.

ISO CERTIFICATION

During the year under review, your company has been accorded latest version of ISO 9001:2008 certification by URS Certification Ltd., UK, a leading International Certification Company.

APPRECIATION

Your Directors wish to thank and deeply acknowledge the co- operation, assistance and support extended by Kotak Mahindra Bank Ltd. Your Directors also wish to place on record their appreciation for the sincere and dedicated services rendered by Ihe Consultant Doctors and Employees at all levels, and also thank the Private/Public Sector Corporation(s), Government Authorities, business associates for their continued support and co-operation.

The Directors also take this opportunity to thank the fraternity of shareholders for their continued confidence.

For and on behalf of the Board

BRIG. R. S. CHAUDHRI CHAIRMAN Date: September 2, 2009 Place: New Delhi

 
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