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-Ã -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 æ
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 æ 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 æ 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