Directors Report of Tejnaksh Healthcare Ltd.

Mar 31, 2018

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors’ Report for the year ended 31^st March, 2018.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31^st March, 2018 is as summarized below:-

(In Lacs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Gross Turnover & Other Income	905.32	673.30	1483.89	747.33
Profit before Interest, Depreciation & Taxation	468.26	306.51	572.77	338.33
Less - Interest	90.90	19.03	93.08	19.42
Profit / (Loss) before Depreciation & Taxation	377.36	287.48	479.69	318.91
Less - Depreciation	43.57	34.27	46.56	34.81
Profit / (Loss) before tax	333.79	253.21	433.13	284.10
Less- Provision for Taxation (Incl. Deferred Tax)	87.45	83.76	111.56	93.31
Net Profit / (Loss) for the year	246.34	169.45	321.57	190.79
Add/ (less) - Balance brought forward from previous Year	572.76	403.31	554.09	394.77
Balance Carried to Balance Sheet	819.10	572.76	875.66	585.56

2. Performance Review:-

Your directors report that for the year under review, your Company has been able to achieve Turnover of Rs. 905.32 Lakhs as compared to Rs. 673.30 Lakhs in the previous year. The revenue from operations for the year 2017-18 increased by 34.46% and Net Profit has increased from Rs 169.45 Lakhs to Rs 246.34 Lakhs.

3. Capital Structure:-

During the year under review, there is no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company is Rs 3, 00, 00,000 (Rupees Three Crore) divided into 30, 00,000 (Thirty Lakhs) Equity Shares of Rs 10/- each.

The Authorized Share Capital of the Company is increased from Rs 3, 00, 00,000 (Rupees Three Crore) divided into 30, 00,000 (Thirty Lakhs) Equity Shares of Rs 10/- each to Rs. 10,50,00,000 (Rupees Ten Crore Fifity Lacs divided into 1,05,00,000 (One Crore Five Lakhs) Equity Shares of Rs.10/- each on 18.04.2018

During the year under review, there is no change in the Paid up Equity Share Capital of the Company. The paid up share capital of the Company is Rs. 2,20,80,000 (Rupees Two Crore Twenty Lakhs Eighty Thousand) divided into 22,08,000 (Twenty Two Lakhs Eight Thousand) Equity Shares of Rs. 10/- each.

4. Bonus Issue:-

During the year under review, the Company has not issued any Bonus Equity Shares.

The Company issued Bonus shares in the ratio of 36:10 with approval of Shareholders on 18.04.2018.

5. Dividend:-

Your Directors do not recommend any dividend for the year under review.

6. Reserve:-

The Company has transferred current year’s profit of Rs. 246.33 Lakhs to the Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

7. Directors:-

Dr. Preeti Ashish Rawandale (DIN: 02021400) Director, retire from the Board by rotation and being eligible has offered herself for re-appointment at the ensuing Annual General Meeting.

8. Directors’ Responsibility Statement:-

Your Directors state that: -

a) In the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made 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, 2018 and of the Profit of the Company for the accounting year ended on that date;

c) Proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

9. Auditors:-

M/s. P.D. Dalal & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

10. Auditors’ Report:-

The Notes on Financial statement referred to in the Auditors report are self - explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

11. Subsidiary Company:-

The Company has one Subsidiary Company in the name of Tej Vedaant Healthcare Private Limited.

12. Secretarial Auditors Report:-

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s. Bhunwesh Bansal & Associates, Practicing Company Secretary firm (FCS -6526 & COP.No: 9089) as Secretarial Auditor to conduct Secretarial audit of the Company for the financial year ended on March 31, 2018. Secretarial Audit Report issued by M/ s. Bhunwesh Bansal & Associate, Practicing Company Secretary firm in form MR-3 is enclosed as Annexure - II to this Annual Report.

13. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

14. Fixed Deposits:-

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

15. Corporate Governance:-

Company is listed on BSE-SME. Hence, Corporate Governance Report is not applicable to the Company for financial year 2017-18.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particular as prescribed under sub-Section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014,

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil

17. Corporate Social Responsibility:-

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

18. Disclosure under the Sexual harassment Of Women:-

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review there was no case filled pursuant to Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

19. Change in Nature of Business , if Any:-

There is no change in the nature of business of the Company during the year under review.

20. During the year Company has acquired the user License for functional 65 bedded multiplicities hospital Lion Tarachand Bapa Hospital located at Jain Society, Sion - West, Mumbai - 400022.

21. Particulars of Employees:-

None of the employee has received remuneration exceeding the limit as stated in Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

22. Number of Meetings of the Board of Directors:-

During the year ended March 31, 2018, Eight (8) Board Meetings were held. The dates on which the Board meetings were held are 21-04-2017, 18-05-2017, 19-05-2017, 04-09-2017, 06-11-2017, 18-01-2018, 10-02-2018 & 12-032018.

23. Statement on Declaration Given By Independent Directors Under Sub-Section (6) Of Section 149:-

The independent directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-Section(6).

24. Particulars of Loan, Guarantees And Investments By Company:-

During the financial year ended March 31, 2018, no loan, guarantee and investment under Section 186 of the Companies Act, 2013 was made by the Company.

25. Related Party Transactions:-

During the year under review, besides the transactions reported in Notes to Accounts, forming part of the Annual Report. There were no other related party transactions with its promoters, directors, directors and management that had a potential conflict of interest of the Company at large.

26. Extract of Annual Return:-

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - I to this Report.

27. Significant And Material Orders Passed By The Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

28. Audit Committee:-

In accordance with the provisions of Section 177 of the Companies Act, 2013 the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Vikramsingh Satish Khatal Patil (Chairman), Mr. Kiran Madhavrao Pawar and Dr. Ashish Vishwas Rawandale. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year 2017-18, Four (4) Audit Committee meetings were held on 18-05-2017, 04-09-2017, 06-11-2017 & 1203-2018.

29. Nomination and Remuneration Committee:-

In accordance with the provisions of Section 178(1) of the Companies Act, 2013, the Company has constituted a Nomination and Remuneration Committee comprising of the following Directors viz., Mr. Vikramsingh Satish Khatal Patil (Chairman), Mr. Kiran Madhavrao Pawar and Dr. Ashish Vishwas Rawandale. Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

No Nomination and Remuneration Committee meeting was held during the Year 2017-18.

30. Stakeholders Relationship Committee:-

In accordance with the provisions of Section 178(5) of the Companies Act, 2013, the Company has constituted a Stakeholders Relationship Committee comprising of the following Directors viz., Mr. Kiran Madhavrao Pawar (Chairman), Mr. Vikramsingh Satish Khatal Patil and Dr. Preeti Ashish Rawandale. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

No Stakeholders Relationship Committee meeting was held during the Year 2017-18.

31. Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance’s with management’s authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.

Further, the testing of such controls shall also be carried out independently by the Statutory Auditors as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

32. Risk Management Policy:-

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

33. Nomination And Remuneration policy of Directors, Key Managerial Personnel And other Employees:-

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meetings, approved a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

34. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company’s vision and mission.

On behalf of the Board of Directors,

For Tejnaksh Healthcare Limited

Sd/-

Dr. Ashish Vishwas Rawandale

Chairman

Place: Mumbai,

Date: 17^th May, 2018

---

Mar 31, 2016

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors'' Report for the year ended 31^st March, 2016.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31^st March, 2016 is as summarized below:-

(In Lacs)

Particulars	2015-16	2014-15
Gross Turnover & Other Income	477.91	205.44
Profit before Interest, Depreciation & Taxation	232.53	100.91
Less - Interest	-	-
Profit / (Loss) before Depreciation & Taxation	232.53	100.91
Less - Depreciation	20.59	13.64
Profit / (Loss) before tax	211.94	87.27
Less- Provision for Taxation (Incl. Deferred Tax)	79.81	27.51
Net Profit / (Loss) for the year	132.13	59.76
Add/ (less) - Balance brought forward from previous Year	381.57	109.01
Balance Carried to Balance Sheet	513.70	168.77

2. Performance Review:-

Your directors report that for the year under review, your Company has been able to achieve Turnover of Rs. 447.91 Lakhs as compared to Rs. 205.44 Lakhs in the previous year. The revenue from operations for the year 2016 increased by 132.63% and Net Profit has increased from Rs 59.76 Lakhs to Rs 132.13.

3. Capital Structure:-

The Authorized Share Capital of the Company is Rs 1,50,00,000 (Rupees One Crore Fifty Lakhs) divided into 15,00,000 (Fifteen Lakhs ) Equity shares of Rs 10/- each.

During the year under review, 3,04,000 Equity Shares of Rs. 10/- each at a premium of Rs. 70/- per share were issued by way of Initial Public Offer (IPO). Therefore the paid up Share Capital of the Company is increased from Rs. 80, 00,000 (Rupees Eighty Lakh) divided into 8, 00,000 (Eight lakhs ) Equity Sshares of Rs. 10/- each to Rs 1, 10, 40,000 (Rupees One Crore Ten Lakhs Forty Thousand) divided into 11, 04,000 (Eleven Lakhs Four Thousand) Equity Shares of Rs 10/- each.

4. Listing of Equity Shares of the Company:-

The Company got its shares listed on the BSE SME platform on 27.10.2015 pursuant to the successful completion of Initial Public Offering (IPO) in accordance with Securities and Exchange Board of India (SEBI) Regulations. This was an offer of 3,04,000 Equity Shares of Rs. 10/- each at a price of Rs. 80/- (Including a premium of Rs. 70/-) per share. The paid up Equity Shares Capital of the Company as on 31^st March, 2016 is Rs. 1,10,40,000.

5. Dividend:-

Your Directors do not recommend any dividend for the year under review.

6. Reserve:-

The Company has transferred current year''s profit of Rs. 132.13 Lakhs to the Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

7. Directors:-

Dr. Preeti Ashish Rawandale (DIN: 02021400) Director, retire from the Board by rotation and being eligible has offered herself for re-appointment at the ensuing Annual General Meeting.

8. Directors'' Responsibility Statement:-

Your Directors state that: -

a) In the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made 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, 2016 and of the Profit of the Company for the accounting year ended on that date;

c) Proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

9. Auditors'' Report:-

The Notes on Financial statement referred to in the Auditors report are self - explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

10. Subsidiary Company:-

As on 31^st March, 2016 the Company does not have any Subsidiary Company.

11. Secretarial Auditors Report:-

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s. Bhunwesh Bansal & Associates, Practicing Company Secretary firm (FCS -6526 & CO P.No: 9089) as Secretarial Auditor to conduct Secretarial audit of the Company for the financial year ended on March 31, 2016.Secretarial Audit Report issued by M/ s. Bhunwesh Bansal & Associate, Practicing Company Secretary firm in form MR-3 is enclosed as Annexure - II to this Annual Report.

12. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

13. Fixed Deposits:-

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

14. Corporate Governance:-

Company is listed on BSE-SME. Hence, Corporate Governance Report is not applicable to the Company for financial year 2015-2016

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particular as prescribed under sub-Section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014,

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil

16. Corporate Social Responsibility:-

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

17. Particulars of Employees:-

None of the employee has received remuneration exceeding the limit as stated in Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

18. Number of Meetings of the Board of Directors:-

During the year ended March 31, 2016, Six (6) Board Meetings were held. The dates on which the Board meetings were held are 18^th June, 2015, 4^th September, 2015, 20^th October, 2015, 1^st December, 2015, 30^th December, 2015 and 10t^h March, 2016.

19. Statement on Declaration Given By Independent Directors Under Sub-Section (6) Of Section 149:-

The independent directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-Section(6).

20. Particulars of Loan, Guarantees And Investments By Company:-

During the financial year ended March 31, 2016, no loan, guarantee and investment under Section 186 of the Companies Act, 2013 was made by the Company.

21. Related Party Transactions:-

During the financial year ended March 31, 2016, no contracts or arrangements entered with related parties referred to in sub Section (1) of Section 188 of the Companies Act, 2013.

Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

22. Extract of Annual Return:-

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - I to this Report.

23. Significant And Material Orders Passed By The Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

24. Audit Committee:-

In accordance with the provisions of Section 177 of the Companies Act, 2013 the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Vikramsingh Satish Khatal Patil (Chairman), Mr. Kiran Madhavrao Pawar and Dr. Ashish Vishwas Rawandale. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year 2015-16, Two (2) Audit Committee meetings were held on 1^st December, 2015 & 10^th March, 2016.

25. Nomination and Remuneration Committee:-

In accordance with the provisions of Section 178(1) of the Companies Act, 2013, the Company has constituted a Nomination and Remuneration Committee comprising of the following Directors viz., Mr. Vikramsingh Satish Khatal Patil (Chairman), Mr. Kiran Madhavrao Pawar and Dr. Ashish Vishwas Rawandale. Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

No Nomination and Remuneration Committee meeting was held during the Year 2015-16.

26. Stakeholders Relationship Committee:-

In accordance with the provisions of Section 178(5) of the Companies Act, 2013, the Company has constituted a Stakeholders Relationship Committee comprising of the following Directors viz., Mr. Kiran Madhavrao Pawar (Chairman), Mr. Vikramsingh Satish Khatal Patil and Dr. Preeti Ashish Rawandale. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

No Stakeholders Relationship Committee meeting was held during the Year 2015-16.

27. Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance''s with management''s authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.

Further, the testing of such controls shall also be carried out independently by the Statutory Auditors as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

28. Risk Management Policy:-

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

29. Nomination And Remuneration policy of Directors, Key Managerial Personnel And other Employees:-

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meetings, approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/ s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

30. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company''s vision and mission.

On behalf of the Board of Directors,

For Tejnaksh Healthcare Limited

Sd/-

Dr. Ashish Vishwas Rawandale

Chairman

Place : Mumbai,

Date : May 25, 2016