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Directors Report of Regency Hospitals Ltd. Company
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Directors Report of Regency Hospitals Ltd.

Mar 31, 2014

The Members of

REGENCY HOSPITAL LIMITED

The Directors have pleasure in presenting herewith the Twenty Fifth Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS For the Year For the Year March, 2014 March, 2013

Total Income 9353.16 7499.57

Profit/(Loss) before Interest, Depreciation, Taxation and Extra Ordinary item 1978.54 1399.89

Less : Depreciation 526.05 468.24

Less: Finance Charges 729.58 451.34

Profit before Taxation and Extra ordinary Item 722.91 480.31

Less/ Add: Provision for Taxation

Less: Provision for Tax: 203.32 96.10

Less: Deferred Tax (Assets)/ Liability 59.87 134.24

Add: Mat Credit Entitlement 00.00 79.08

Profit After Tax 459.72 329.05

Add: Balance brought forward from previous year 912.95 583.90

Less: Transfer to general reserve --- ---

Balance Carried forward to Balance Sheet 1372.67 912.95

COMPANY PERFORMANCE

The total income for the financial year under review is Rs. 9353.16 Lacs as compared to Rs. 7499.57 Lacs in the previous financial year registering a growth of 24.72%. The Profit before tax excluding extra-ordinary item was Rs. 722.91 Lacs and Profit after tax of Rs. 459.72 Lacs for the financial year under review as against Rs. 480.31 Lacs and Rs. 329.05 Lacs respectively for the previous financial year. During the year company has treated 20181 indoor patients as compare to 16057 indoor patients in 2012-13. A detailed analysis of performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report.

GROWTH STRATEGY:

The Company is at growing stage of its operations. This is reflected by financial results of the Company as turnover has achieved all time high of Rs. 9057.06 Lacs for the year under review. However, your Board accepts that it is only a beginning and we still have many new milestones to achieve. The Company has increased numbers of beds in ICU to meet the requirement of the patient and providing efficient facilitates. The Company has also started its satellite day care centre in the heart of city to take care of patients who do not like to visit hospitals of critical patient treatment, the day care clinic is in operation from April, 2014 which helps us to broaden our business and help to achieve our targeted goals. Management of the Company striving their best to achieve planned results.

JOINT VENTURE AND SUBSIDIARIES

During the year under review, as a measure of achieving greater financial flexibility and facilitating the future growth of the Company, following are the joint venture companies / Subsidiary Companies with their main object:

1. HCG Regency Oncology Healthcare Private Limited is

a subsidiary of the Company w.e.f 17.02.2014 by acquiring additional 2000000 Equity Shares. This Subsidiary Company has its main object as rendering treatment to persons suffering from cancer, to carry on research therein and to train various persons in scientific methods of cancer treatment and to generally act as a provider of various services in the treatment for and research in the field of oncology.

2. Regency Nephrocare Private Ltd is a joint venture of Fresenius Medical Care India Pvt. Ltd. with your Company and incorporated on 19th July, 2013 with its main object as to own, establish, hold, acquire, run, manage and maintain, in any manner whatsoever, hospitals, diagnostic centers, immunization centers, clinics, health centers, polyclinics, laboratories, medical and other research centers, including providing medicines, drugs and healthcare products, for diagnosis, prevention, cure and treatment of all renal or nephrological diseases.

3. Regency Lifecare Private Limited incorporated on 17th January,2014 being 100% wholly owned subsidiary of the

C. CORPORATEGOVERNANCE

Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance forms part of the Directors'' Report in the Annual Report. Your Company has been complying with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report.

A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

D. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

E. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act") and based on the representations received from the operating management, the Directors hereby confirm that :-

a) In the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable Accounting Standards have been followed and there are no material departures;

b) they 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 as at 31st March, 2014 and of the Profit of the Company for the period ended on that date;

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting Records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared Annual Accounts on a going concern basis;

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their sincere thanks to the Banks and various Government Authorities for the support and co-operation extended to the Company and place on record their appreciation for the sincere and devoted services rendered by all employees of the Company at all levels. Your Directors are especially grateful to the shareholders for reposing their trust and confidence in the Company.

For and on behalf of the Board

Place: Kanpur (R.L. Srivastava) Date: 14th August, 2014 Chairman


Mar 31, 2013

To, The Members of REGENCY HOSPITAL LIMITED

The Directors have pleasure in presenting herewith the Twenty Fourth Annual Report and Audited Statement of Accounts of the Company for the year ended 31 st March, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

For the Year For the Year PARTICULARS ended 31" ended 31" March, 2013 March, 2012

Total Income 7499.57 5760.25

Profit/(Loss) before Interest, Depreciation, Taxation and Extra Ordinary item 1399.89 1109.11

Less: Depreciation 468.24 391.99

Less: Finance Charges 451.34 328.55

Profit before Taxation and Extra ordinary Item 480.31 388.57

Less/(Add): Provision for Taxation :

Less: Provision for Tax 96.10 77.74

Less: Deferred Tax (Assets)/ Liability 134.24 125.81

Add: Mat Credit Entitlement 79.08 77.74

Profit After Tax 329.05 262.76

Add: Balance brought forward from previous year 583.90 821.14

Less: Transfer to General Reserve 500.00

Balance Carried forward to Balance Sheet 912.95 583.90

COMPANY PERFORMANCE

The total income for the financial year under review is Rs. 7499.57 Lacs as compared to Rs. 5760.25 Lacs in the previous financial year registering a growth of 30.20%. The Profit before tax excluding extra-ordinary item was Rs. 480.31 Lacs and Profit after tax of Rs. 329.05 Lacs for the financial year under review as against Rs. 388.57 Lacs and Rs. 262.76 Lacs respectively for the previous financial year. During the year company has treated 16057 indoor patients in compare to 12953 indoor patients in 2011- 12. A detailed analysis of performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report.

GROWTH STRATEGY

The Company will set up two satellites Dialysis centres in next 12 months at Kanpur. The company has entered into joint venture with a German Company to set up 30 Dialysis Centres PAN UP, Uttarakhand and Bihar. These Centres will be set up in Joint venture with a German Company which is already in the line of manufacturing of Dialysis machines and consumables used in Dialysis. The Company has also entered into Memorandum of Understanding with Healthcare Global Enterprises Limited, Bangalore to set up a state of art for the comprehensive oncology hospital with high end of LINAC, HDR, PET CT, two (2) major OT rooms and other allied facilities at A-4, Sarvodaya Nagar, Kanpur. The credit facility for setting up the comprehensive oncology hospital has already been sanctioned by Bank of Baroda. We expect that hospital will be in operation from April, 2015.

DIVIDEND

Keeping in view the requirement of resources for up-gradation of the hospital facilities, it is proposed to skip the payment of dividend.

DIRECTORS

In terms of the provisions of Section 256 of the Companies Act, 1956, read with Articles of Association of the Company, Mr. R. L. Srivastava, Director retires from Board by rotation and is eligible for re-appointment.

AUDITORS

M/s Jain Dhingra & Associates, Chartered Accountants, Kanpur, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. Certificate from the Auditors has been received to the effect that their re-apppointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. The observations of Auditors in their Report read with notes to the Accounts are self explanatory and do not call for any further explanation.

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

As none of the Employees of the Company was in receipt of remuneration in excess of the limits prescribed, particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are not required to be given.

B. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Although operations of the Company are not energy intensive, steps are being taken to conserve energy in all possible areas. As the Company is engaged in the business of dispensation of Medical services, particulars relating to Conservation of Energy in the prescribed format and Technology Absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 being inapplicable are not given. There have been no earnings expenditure in foreign exchange during the year under review.

C. CORPORATE GOVERNANCE

Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance forms part of the Directors'' Report in the Annual Report. Your Company has been complying with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report.

A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

D. CORPORATE SOCIAL RESPONSIBILITY

During the year, your Company continued its commitment towards social development by supporting the School for mentallv challenaed children running as ''Amrita'' and also undertaking many new initiatives. We are committed to the well-being of not just our patients, but society at large. We have also joined the hands with SMILE TRAIN to treat the children having problem by birth in their lips and provide healthcare measures to the economically backward class.

£. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

F. DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act") and based on the representations received from the operating management, the Directors hereby confirm that :-

a) In the preparation of the Annual Accounts for the year ended 31" March, 2013, the applicableAccounting Standards have been followed and there are no material departures;

b) they have selected such Accounting policies and applied them consistently and the Directors 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 as at 31 st March 2013 and of the Profits of the Company for the year ended on that date;

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting Records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their sincere thanks to the Banks and various Government Authorities for the support and co-operation extended to the Company and place on record their appreciation for the sincere and devoted services rendered by all employees of the Company at ali levels. Your Directors are especially grateful to the Shareholders for reposing their trust and confidence in the Company.

For and on behalf of the Board

(R. L. Srivastava)

Kanpur, 30* May, 2013 Chairman


Mar 31, 2012

To, The Members of REGENCY HOSPITAL LIMITED

The Directors have pleasure in presenting herewith the Twenty Third Annual Report and audited Statement of Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS (STANDALONE)* Amount (Rs. in Lacs)

PARTICULARS For the Year For the Year ended 31st ended 31st March, 2012 March, 2011

Total Income 5760.25 5220.41

Profit/(Loss) before Interest, Depreciation, Taxation and 1109.11 1008.47 Extra Ordinary item

Less: Depreciation 391.99 337.23

Less: Finance Charges 328.55 356.95

Profit before Taxation and Extra ordinary Item 388.57 314.29

Less/(Add): Provision for Taxation:

Current Tax 77.74 62.64

Deferred Tax (Assets)/Liability 125.81 90.86

Mat Credit Entitlement (77.74) (62.63)

Profit After Tax 262.76 223.42

Add: Balance in Profit and Loss Account 821.14 597.72

Balance Carried forward to Balance Sheet 1083.90 821.14

*The subsidiary company has been incorporated on June 10, 2011 and its operation has not yet been started.

COMPANY PERFORMANCE

The total income for the financial year under review was Rs. 5760.25 Lacs as compared to Rs. 5220.41 Lacs for the previous year financial year registering growth of 10.34% . The Profit before tax excluding extra-ordinary item was Rs. 388.57 Lacs and Profit after tax of Rs. 262.76 Lacs for the financial year under review as against Rs. 314.29 Lacs and Rs.223.42 Lacs respectively for the previous financial year. The company has treated 12953 indoor patients in compare to 12324 indoor patients in 2010-11. A detailed analysis of performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report.

GROWTH STRATEGY:

We have great pleasure to inform that your company has already set up 75 Bedded Renal Sciences Centre at heart of the city which will be fully operational by September, 2012. This is first high tech Renal Sciences Centre in the state. The Company has already incurred Rs. 2256 Lacs to set up this Centre. After setting up the Renal Sciences Centre the total bed capacity of the Company will be increased from 225 Beds to 300 Beds. The Company will set up two satellites Dialysis centres in next 12 months at Kanpur. The Company is already in discussion with a German Company to set up 25 Dialysis Centers PAN UP. These Centers will be set up in Joint venture with a German Company which is already in the line of manufacturing of Dialysis machines and consumables used in Dialysis. The Company has also entered into Memorandum of Understanding with Healthcare Global Enterprises Limited, Bangalore to set up a state of art for the comprehensive oncology hospital with high end of LINAC, HDR, PET CT, two (2) major OT rooms and other allied facilities at A-4, Sarvodaya Nagar, Kanpur.

CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Affairs (MCA) vide its circular No. 5/12/2007-CL-lll dated February 8, 2011 had granted general exemption under Section 212(8) of the Companies Act, 1956 to companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfillment of certain conditions prescribed. The Board of Directors of the Company at its meeting held on August 14, 2012 noted the provisions of the circular of the MCA and passed the necessary resolution granting the requisite approvals for not attaching the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and Report of the Auditors of each of the Subsidiary Companies to the accounts of the Company. A statement of summarized financials of all subsidiaries of your Company, pursuant to Section 212(8) of the Companies Act, 1956 forms part of this report. Any further information in respect of the annual report and the financial statements of the subsidiary companies of your Company will be made available to the members on request and will also be available for inspection for any member at its Registered Office. In accordance with the Accounting Standard, AS-21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements presented by your Company includes the financial information of all its subsidiaries.

DIVIDEND

Keeping in view the requirement of resources for up-gradation of the hospital facilities it is proposed to skip the payment of dividend.

SUBSIDIARY COMPANY

Your Company has one wholly owned subsidiary company viz., RHL Healthcare Private Limited as on March 31, 2012. The statement in respect of the details of the subsidiary company pursuant to Section 212 of the Companies Act, 1956, is attached to this report.

DIRECTORS

In terms of the provisions of Section 256 of the Companies Act, 1956, read with Articles of Association of the Company, Mr. Anil Kumar Khemka, Director retires from Board by rotation and is eligible for re-appointment.

AUDITORS

M/s. Jain Dhingra & Associates, Chartered Accountants, Kanpur, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. The observations of Auditors in their Report read with notes to the Accounts are self explanatory and do not call for any further explanation.

A. PARTICULARS OF EMPLOYEES

As none of the Employees of the Company was in receipt of remuneration in excess of the limits prescribed, particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees)

Rules, 1975 as amended are not required to be given.

B. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Although operations of the Company are not energy intensive, steps are being taken to conserve energy in all possible areas. As the Company is engaged in the business of dispensation of Medical Services, particulars relating to Conservation of Energy in the prescribed format and Technology Absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 being inapplicable are not given. There have been no earnings expenditure in foreign exchange during the year under review.

C. CORPORATE GOVERNANCE

Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance forms part of the Directors' Report in the Annual Report. Your Company has been complying with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report.

A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement Is attached to this report.

D. CORPORATE SOCIAL RESPONSIBILITY

During the year, your Company continued its commitment towards social development by supporting the School for mentally challenged children running as 'Amrita' and also undertaking many new initiatives. We are committed to the well-being of not just our patients, but society at large. We have also joined the hands with SMILE TRAIN to treat the children having problem by birth in their lips and provide healthcare measures to the economically backward.

E. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

F. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act") and based on the representations received from the operating management, the Directors hereby confirm that:-

a) In the preparation of the Annual Accounts for the year ended March 31, 2012, the applicable Accounting Standards have been followed and there are no material departures.

b) they 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 of the Company for the financial year.

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting Records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) they have prepared Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their sincere thanks to the Banks and various Government Authorities for the support and co-operation extended to the Company and place on record their appreciation for the sincere and devoted services rendered by all employees of the Company at all levels. Your Directors are especially grateful to the shareholders for reposing their trust and confidence in the Company.

On behalf of the Board of Directors

(R. L. SRIVASTAVA) CHAIRMAN

Kanpur, August 14,2012


Mar 31, 2010

The Directors have pleasure in presenting herewith the Twenty First Annual Report and audited Statement of Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS

The Financial performance of the Company, for the year ended March 31, 2010 is summarized below :

Amount (Rs. in Lacs)

2009-10 2008-2009

PARTICULARS (12 Months) (9 Months)

Total Income 4004.76 2439.18

Profit/(Loss) before Interest , Depreciation,Taxation and Extra Ordinary item 751.33 538.79

Less: Depreciation 301.84 184.14

Less: Finance Charges 271.71 271.57

Profit before Taxation and Extra ordinary Item 177.78 83.08 Less/(Add): Provision for Taxation:

Current Tax 30.21 7.47

Fringe Benefit Tax 0.00 1.16

Deferred Tax Assets/ Liability 64.29 (304.22)

Mat Credit Entitlement (30.21) (18.75)

(Add)/Less: (Short)/Excess Provision of Income Tax 0.09 (3.17)

Profit After Tax 113.40 400.59

Add: Balance in Profit and Loss Account 484.32 83.73

Balance Carried forward to Balance Sheet 597.72 484.32



The assets and liabilities of Abhirev Healthcare Private Limited (AHPL) and its operating results have been incorporated in the Companys books with effect from 1st April, 2009 (Appointed date).

OPERATIONS

The year under review was a landmark in as much as the Company has scaled new heights and set several new benchmarks in terms of sales, profits, net worth and assets. Turnover for the year was Rs.4004.76 Lacs against Rs.2439.18 Lacs during the previous period of nine months representing an increase of 23% over the previous period on an annualized basis. The operations have resulted in a Profit before tax of Rs.177.78 Lacs in twelve months period as compared to Rs.83.08 Lacs in nine months in the previous period.

AMALGAMATION OF ABHIREV HEALTHCARE PRIVATE LIMITED WITH THE COMPANY

Abhirev Healthcare Private Limited (AHPL) has been amalgamated with the Company. The Scheme of Amalgamation was sanctioned by the Honbie High Court of Judicature at Allahabad vide order dated March 22,2010 which was received by the Company on March 29, 2010. The Scheme became effective from March 30, 2010, the Appointed date of the Scheme being April 1, 2009.

The amalgamation follows the Companys philosophy of creating enduring value for all its stakeholders. The amalgamation creates a platform for value enhancing growth and reinforces the Companys position. With this amalgamation, the number of beds in the hospital increased to 225 with expansion of the building area as the amalgamated hospital was just adjacent to the Company premises.

UPGRADATION AND EXTENSIONS

During this period, the Company has setup a 6 Bedded New ICU Unit for trauma patients and 24 Beds for General Ward which became operational from October, 2009. The Company has also started high class IVF Centre which is the first centre at Kanpur. Likewise, it is also contemplating a capital expenditure of Rs. 325 Lacs towards New OPD Block, additional lift and some new medical equipment which will be operational by close of this year. The Company has also entered into an agreement for purchase of land for expansion of hospital which is situated next door to the existing hospital building since the present capacity of the hospital is almost fully utilized. We contemplate that this expansion will require a capital outlay in tune of Rs.30 Crores.

DIVIDEND

Keeping in view the requirement of resources for up gradation of the hospital facilities, it is proposed to skip the payment of dividend.

FINANCIAL REVIEW AND ANALYSIS

The Company has been strengthening its financial position which helped the Company to pass through the turbulent times. The Company is deploying its cash accruals in such a way so that good returns are derived. Our Bankers has reviewed all our credit facilities at prime lending rates looking to our achievement of projections and timely repayment of loans.

DIRECTORS

In terms of the provisions of Section 256 of the Companies Act, 1956, read with Articles of Association of the Company, Dr.(Mrs) Rashmi Kapoor, Whole time Director retires from Board by rotation and is eligible for re-appointment.

AUDITORS

M/s. Jain Dhingra & Associates, Chartered Accountants, Kanpur, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. The observations of Auditors in their Report read with notes to the Accounts are self explanatory and do not call for any further explanation.

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

As none of the Employees of the Company was in receipt of remuneration in excess of the limits prescribed, particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are not required to be given.

B. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Although operations of the Company are not energy intensive, steps are being taken to conserve energy in all possible areas. As the Company is engaged in the business of dispensation of Medical services, particulars relating to conservation of Energy in the prescribed format and Technology Absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 being inapplicable are not given. There have been no earnings/expenditure in foreign exchange during the year under review.

C. LISTING INFORMATION

The Equity Shares of the Company are listed at Kanpur and Mumbai Stock Exchanges and the Annual Listing Fee is paid. The Share Capital of the Company are admitted for dematerialization with both the depositories i.e. Central Depository Services (India) Limited (CDSL) and National Security Depository Limited (NSDL).

D. CORPORATE GO VERNANCE

A separate Section on Corporate Governance forming part of the Directors Report and the Certificate from the Companys Auditors confirming the compliance of the conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

E. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

F. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the management, your Directors state that:-

a) In the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

b) they 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 of the Company on that date.

c) they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) they have prepared Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their sincere thanks to the Financial Institutions, Banks and various Government Authorities for the support and co-operation extended to the Company and place on record their appreciation for the sincere and devoted services rendered by all employees of the Company at all levels. Your Directors are especially grateful to the shareholders for reposing their trust and confidence in the Company.

By Order of the Board

(R.L. SRIVASTAVA) CHAIRMAN

Place: Kanpur Date : July 31, 2010




Mar 31, 2009

The Directors have pleasure in presenting herewith the Twentieth Annual Report and audited Statement of Accounts of the Company for the period ended 31st March, 2009.

FINANCIAL RESULTS

In view of the change in financial year of the Company, the financial results pertain to a period comprising of nine months from 1st July, 2008 to 31st March, 2009. The summarized financial results of the Company for the period ended 31 st March, 2009 as compared to previou s period are as under:

Amount (Rs. in Lacs)

2008-09 2007-2008

PARTICULARS (9 Months) (15 Months)

Total Income 2439.18 3361.64

Profit/(Loss) before Interest , Depreciation,Taxation and Extra Ordinary item 538.79 687.94

Less: Depreciation 184.14 282.19

Less: Finance Charges 271.57 307.37

Profit before Taxation and Extra ordinary Item 83.08 98.38

Provision for Taxation:

Current Tax 7.47 11.15

Fringe Benefit Tax 1.16 3.50

Deferred Tax Assets/ Liability (304.22) 0.00

Mat Credit Entitlement (18.75) 0.00

Excess Provision of Tax Written back (3.17) 0.00

Profit After Tax 400.59 83.73

Balance brought forward from Previous period 83.73 (1150.74)

Less: Transfer to Business Reorganization Reserve 0.00 (1150.74)

Balance Carried forward to Balance Sheet 484.32 83.73

OPERATIONS

During the period under review, the company has recorded total income of Rs.2439.18 Lacs representing an increasing of 20.93% over the previous period on annualized basis. The operations have resulted in a Profit before tax Rs.83.08 Lacs in nine months period in compare to Rs.98.38 Lacs in 15 Months in previous period.

UPGRADATION AND EXTENSIONS

During this period, the Company has acquired a new angiography machine and added a new general ward of 20 Deds involving a capital outlay of Rs. 250 Lacs. Likewise, it is also contemplating a capital expenditure of Rs. 200 Lacs towards additional General ward of 35 beds and a new ICU ward of 10 beds which is essentially required to meet the growing demand from public, corporate and other undertakings.

DIVIDEND

Keeping in view the requirement of resources for upgradation and the meager profits, it is proposed to skip the payment of dividend.

FINANCE

In addition to steps already taken in earlier year to rejuvenate the Company, your Directors are pleased to report that the financial assistance, both term loans and working capital is having availed from public sector bank from March, 2009 instead of a private bank earlier which will result a saving of interest due to reduction of rate about 4 percent per annum.

DIRECTORS

During the period under review Dr. Shyam Swarup Agarwal was inducted as an Additional Director on the Board who holds office upto the date of the ensuing Annual General Meeting of the Company and is eligible for appointment.

In view of the settlement of liability, Kotak Mahindra Bank Limited withdrew the nomination of Shri Eshwar Raman Karra and Dr. S.C Arya resigned from the Board during the year The Board places on record its appreciation of the valuable contribution made by Shri Eshwar Raman Karra and Dr. S.C Arya during their tenure as Directors of the Company.

In terms of the provisions of Section 256 of the Companies Act, 1956, read with Articles of Association of the Company, Shri R.L Srivastava, Director retires from Board by rotation and is eligible for re-appointment.

AUDITORS

M/s. Jain Dhingra & Associates, Chartered Accountants, Kanpur, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. The observations of Auditors in their Report read with notes to the Accounts are self explanatory and do not call for any further explanation.

STATUTORY INFORMATION:

A, PARTICULARS OF EMPLOYEES

As none of the Employees of the Company was in receipt of remuneration in excess of the limits prescribed, particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are not required to be given.

B. ENERGY CONSERVATION-TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Although operations of the Company are not energy intensive, steps are being taken to conserve energy in all possible areas. As the Company is engaged in the business of dispensation of Medical services, particulars relating to conservation of Energy in the prescribed format and Technology Absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 being inapplicable are not given. There have been no earnings expenditure in foreign exchange during the year under review.

C. LISTING INFORMATION

The Equity Shares of the Company are mainly listed at Kanpur and Mumbai Stock Exchanges and the Annual Listing Fee is paid. The Company has already filed an application for admission of equity shares at NSDL and CDSL which is under consideration.

D. CORPORATE GOVERNANCE

A separate Section on Corporate Governance forming part of the Directors Report and the Certificate from the Companys Auditors confirming the compliance of the conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

E. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 and based on the information provided by the management, your Directors state that:-

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

b) they 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 of the Company for that year.

c) they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) they have prepared Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their sincere thanks to the Financial Institutions, Banks and various Government Authorities for the support and co-operation extended to the Company and place on record their appreciation for the sincere and devoted services rendered by all employees of the Company at all levels. Your Directors are especially grateful to the shareholders for reposing their trust and confidence in the Company.

By Order of the Board Place: Kanpur (R. L. SRIVASTAVA) Date: 25th June, 2009 CHAIRMAN

 
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