Directors Report of Secunderabad Healthcare Ltd.
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twentieth Annual Report and
the Company''s audited financial statement for the financial year ended
March 31,2015.
FINANCIAL RESULTS
The Company''s financial performance, for the year ended March 31,2015
is summarized below:
Rupees in Lakhs
PARTICULARS 2014-15 2013-14
Gross Income (including other income) 62,233,740 76,316,275
Profit before interest and depreciation 4203483 2993768
Less: Interest and financial charges 51527 63723
Profit Before depreciation 4151956 2930045
Less: Depreciation and amortization 3,412,347 2,168,290
Profit before tax 739,609 761,755
Provision for tax (including Deferred Tax) -501453 128827
Profit after tax 1241063 632927
Net Profit for the year 1241063 632927
Profit brought forward from previous year 632927
Profit available for appropriation 1873990
Appropriations: - -
Transfer to General Reserve - -
Dividend -
Dividend tax - -
Balance carried forward 1873990
Paid Up capital 83759600 83759600
Reserves and Surplus 733891737 732650674
RESULTS OF OPERATIONS AND THE STATE OFCOMPANY''S AFFAIRS
The highlights of the Company''s performance are asunder:
Revenue from operations Rs. 62,233,740
PBDIT(Excluding Other Income) decreased by 17.68%
Profit before Tax decreased by 2.90%
Cash Profit increased by 41.70%
Net Profit increased by 96.08%
The order book position as on 31st March 2015 stands at Rs. 50 Lakhs.
Reserves
The Company is not proposing to transfer any amount to the General
Reserves of the Company out of the profits made during the year. The
total Reserves & Surplus (including capital reserves, securities
premium Reserves, General Reserves and P&L Account accumulated) as on
31st March 2015 is Rs. 733891737 as against the Paid-up capital of Rs.
837596000
Dividend
The Board of Director of your company, keeping in view the financial
positions of the company, has not recommended any Dividend For the
Financial year 2014-15
Management Discussion and Analysis Statement
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report.
Transfer to the Investor Education and Protection Fund
In terms of Section 125 of the Companies Act, 2013, no amount is
required to transfer to the Investor Education and Protection fund
(IEPF) established by the Central Government during the Financial year.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiaries or joint ventures.
Consolidated Financial Statements
The company does not have any subsidiaries or joint ventures, hence
only standalone Financial Statements are provided to the shareholders
of the company.
Directors'' Responsibility Statement;
Pursuant to the requirements under Section 134 (3) (c ) of the
Companies Act, 2013, with respect to Directors'' Responsibility
Statement, Your Directors hereby confirmed that:
(a) in the preparation of the annual accounts for the year ended March
31,2015, the applicable accounting standards read with requirements set
out under Schedule III to the Act, have been followed and there are no
material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements 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 March 31,2015 and of the profit of the Company for
the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the 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;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The report on Corporate Governance as stipulated under the
Listing Agreement forms an integral part of this Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of corporate governance is attached to the report on
Corporate Governance.
DIRECTORS
In accordance with the requirements of the Companies Act, 2013 Mr.
Vinay Madhukar Ganu and Mr. Rajaram Arjun Rambade, Director of the
Company is liable to retire by rotation at the Annual General Meeting
and, being eligible, offer themselves for reappointment at the ensuring
Annual General Meeting.
Brief resume of the Director proposed to be reappointed, nature of
their expertise in specific functional areas, names of the companies in
which they hold directorships and relationships between directors
inter- se, as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchanges in India, are provided in the Report on Corporate
Governance.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which include criteria for performance evaluation of the non-executive
directors and executive directors.
The Board of Directors has complete access to the information within
the Company. Independent Directors have the freedom to interact with
the Company''s management. Interactions happen during Board / Committee
meetings, when MD / ED are asked to make presentations about
performance of the Company to the Board. Apart from this, they also
have independent interactions with the Statutory Auditors, the Internal
Auditors and external advisors appointed from time to time. Further,
they meet without the presence of any management personnel and their
meetings are conducted informally to enable the Independent Directors
to discuss matters pertaining to the Company''s affairs and put forth
their combined views to the Board of Directors of the Company.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) of the Companies Act,
2013, on rotation of audit firms, and based on the recommendation of
the Audit Committee, the Board has at its meeting held on30th May 2015
recommended the appointment of M/s. D P Agarwal& Co., Chartered
Accountants, as the Statutory Auditors of the Company to hold office
from conclusion of this Annual General Meeting to the Conclusion of the
next Annual General Meeting. M/s. D P Agarwal& Co., Chartered
Accountants, , have confirmed that the appointment, if made, would be
within the prescribed limits under Section 141 of the Companies Act,
2013. Accordingly, the appointment of M/s. D P Agarwal& Co., Chartered
Accountants, Hyderabad, as the Statutory Auditors, is being proposed as
an Ordinary Resolution
SECRETARIAL AUDITOR
The Board has appointed M/s P Sateesh a Rao Company Secretaries, to
conduct Secretarial Audit for the FY 2014-15. The Secretarial Audit
Report for the financial year ended March 31,2015 is annexed herewith
marked as Annexure II to this Report. The Secretarial Audit Report does
not contain any qualification, reservation or adverse remark.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm''s length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Out Go:
The particulars relating to Conservation of Energy, Technology
absorption, Foreign Exchange earnings and outgo as required under
section 217 (1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are as follows
a) Conservation of Energy
The Company has taken suitable measures for conservation of energy. The
core activity of the company is civil construction that is not an
energy intensive activity.
b) Technology absorption, Adoption and Innovation
There is no information to be furnished regarding Technology Absorption
as your Company has not undertaken any research and development
activity in any manufacturing activity nor any specific technology is
obtained from any external sources, which needs to be absorbed or
adopted.
Innovation is a culture in the Company to achieve cost efficiency in
the construction activity to be more and more competitive in the
prevailing environment that cannot be quantified.
Foreign Exchange earnings and outgo
Foreign Exchange Inwards - Nil
Foreign Exchange outgo towards: Nil
FIXED DEPOSITS
Your Company has not accepted any deposits covered by the provisions of
Section 73 of the Companies Act, 2013 and the Rules framed there under.
INDUSTRIAL RELATIONS
Your Directors are happy to report that the Industrial Relations have
been extremely cordial at all levels throughout the year. Your
Directors record their appreciation for sincere efforts, support and
co-operation of all employees being extended from time to time to
accelerate the growth of the Company.
DISCLOSURES
Audit Committee
The Audit Committee comprises majority Independent Directors namely Mr.
Surendra Naidu Rayapati, Mr. Thakur Ramesh Singh Chouhan and Mr.
Solomon Daniel Bondugula as other members. All the recommendations made
by the Audit Committee were accepted by the Board.
Vigil Mechanism
The Company has a Vigil mechanism and Whistle blower policy in terms of
the Listing Agreement, under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct.
Protected disclosures can be made by a whistle blower through a
dedicated e-mail, or a letter to the Chairman of the Audit Committee.
Meetings of the Board
Nine meetings of the Board of Directors were held during the year under
review. For further details, please refer report on Corporate
Governance of this Annual Report.
Code of Conduct
A declaration regarding compliance with the code of conduct signed by
the Company''s Managing Director is published in the Corporate
Governance Report which forms part of the annual report.
Particulars of Loans given, Investments made, Guarantees given and
Securities provided
Particulars of loans given, investments made, guarantees given and
securities provided are provided in the standalone financial statement
Extract of Annual Return
Extract of Annual Return of the Company is annexed here with as
Annexure III to this Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is as follows:
The percentage of increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year
2014-15, ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year
2014-15 and the comparison of remuneration of each Key Managerial
Personnel (KMP) against the performance of the Company are as under:
Sl. Name of Director/KMP Remuneration of Director/ % increase in
No. and Designation KMP for financial year Remuneration
2014-15 (Rs. in lakhs) in the
Financial
Year2014-15
1 Daniel Soloman 5,40,000 0%
Managing Director
Sl. Name of Director/KMP Ratio of remuneration Comparison of
No. and Designation of each Director/to the Remuneration
median remuneration of the KMP
of employees against the
performance of
the Company
1 Daniel Soloman 50 Profit before Tax
Managing Director decreased by 2.90
and Profit After
Tax increased by
96.08 in financial
Year 2014-15
During the period under review, no employee of the Company is employed
throughout the financial year and in receipt of Rs.60 lakhs or more, or
employed for part of the year and in receipt of Rs.5 lakhs or more a
month, under Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
ii) The median remuneration of employees of the Company during the
financial year was Rs. 27,275 pm;
iii) In the financial year, there was increase of **% in the median
remuneration of employees;
iv) There were 2 employees on the rolls of Company as on March 31,2015
v) Relationship between average increase in remuneration and company
performance: - The Profit before tax for the financial year ended March
31, 2015 decreased by 2.90% whereas the median remuneration was the
same as last year
vi) Comparison of Remuneration of the Key Managerial Personnel(s)
against the performance of the Company:
The total remuneration of Key Managerial Personnel was Rs. 5,40,000
lakhs whereas the Profit before tax was Rs. 7,39,609 lakhs in 2014-15
vii) a) Variations in the market capitalisation of the Company: The
market capitalisation as on March 31,2015 at NSE was Rs. 1,19,468.46
lakhs (Rs. 23,904.94 lakhs as on March 31,2014)
b) Price Earnings ratio of the Company at NSE was 16.36 as at March
31,2015 and was 3.92 as at March 31,2014;
viii) Average percentage decrease made in the salaries of employees
other than the managerial personnel in the last financial year i.e.
2014-15 was 16.85% whereas the managerial remuneration for the same
financial year was the same as last year
ix) The key parameters for any variable component of remuneration
availed by the directors: Not applicable
x) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but received remuneration in
excess of the highest paid director during the year - Not Applicable;
and
xi) It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel and other
Employees.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOP referred to in this
Report.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company''s
operations in future.
Appreciation and Acknowledgements
Your Directors wish to place on record their gratitude to the Company''s
shareholders, customers, vendors and bankers for their continued
support to KNRCL''s growth initiatives Your Directors also wish to place
on record, their appreciation of the contribution made by employees at
all levels, who through their competence, sincerity, hard work,
solidarity and dedicated support, have enabled your Company to make
rapid strides in its business initiatives Your Directors also thank the
Central and State Governments and their various agencies, particularly,
the National Highway Authority of India and other Governmental agencies
for extending their support during the year, and look forward to their
continued support.
On behalf of the Board of Directors
of Secunderabad Healthcare Limited
SOLOMON DANIEL BONDUGULA Rajaram Arjun Rambade
Managing Director Executive Director
Place: Hyderabad
Date: 14 Aug 2015
Mar 31, 2014
Dear Members,
The Directors are happy to present their Twenty first Annual Report on
the business and operations of the Company and the Financial statements
for the year ended 31st March, 2014.
FINANCIAL RESULTS
Particulars 2013-14 2012-13
Turnover 76,316,275 144,569,767
Profit before Tax ( ) / Loss (-) 761,755 410,017
Current Tax 145,152 376,481
Deferred Tax (16,325) (235,487)
Profit After Tax ( ) / Loss (-) 632,927 269,023
OPERATIONS:
Your Company achieved a turnover of Rs. 76,316,275 /- in 2013-14 as
compared to Rs. 144,569,767/- in 2012-13 and the net profit after tax
stood at Rs. 632,927 /- for the current year as compared to Rs
269,023/- in the previous year.
The Company is committed to continue its efforts for the developmental
activities and has several plans to sustain and improve the turnover
and profitability in the future
DIRECTORS:
Mr. Vinay Madhukar of the Company retires by rotation and being
eligible, offers herself for re- appointment.
Mr. Rajaram Arjun Rambade, Whole-time Director of the Company retires
by rotation and being eligible offers himself for re-appointment.
CORPORATE GOVERNANCE - CLAUSE 49 OF THE LISTING AGREEMENT:
A separate Section on Corporate governance with a detailed compliance
report thereon is annexed to the Annual Report. The Company Secretary''s
Certificate with respect to compliance with the provisions of Corporate
Governance, as required by clause 49 of Listing Agreement, is also
annexed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT - CLAUSE 49 OF THE LISTING
AGREEMENT:
A Separate Section on Management Discussion and analysis with a
detailed compliance report thereon is annexed to the Annual Report
DIVIDEND:
The Board of Directors keeping in view the need to augment internal
accruals for toning up the financials, has not recommended any Dividend
for the current financial year 2013-14.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:
There are no unpaid dividend to be transferred to Investor Education
and protection fund.
FIXED DEPOSITS:
Your Company has not accepted any deposits covered by the provisions of
Section 58AA of the Companies Act and the Rules framed there under.
INDUSTRIAL RELATIONS:
The company has been enjoying cordial relations with its employees at
all levels. Your Directors record their appreciation of the support and
co-operation of all employees in the accelerated growth of the Company.
AUDITORS:
The Statutory Auditors M/s. D P Agarwal & Co., Chartered Accountants,
Hyderabad retire at the ensuing Annual General Meeting. They have
confirmed their eligibility and willingness to accept the assignment as
Statutory Auditors of the company, if reappointed.
COMPANY SECRETARY:
The Company has on its rolls, Venugopal Rao Brahmanapalli, an Associate
member of the Institute of Company Secretaries of India, as the full
time Secretary of the.
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
No technology either indigenous or Foreign is involved
PARTICULARS OF EMPLOYEES:
The Directors are to report that none of the employee was in receipt of
remuneration exceeding the limit prescribed under section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules 2011.
RESEARCH AND DEVELOPMENT (R & D):
The Company is taking steps to get Research and Development work
carried out.
FOREIGN EXCHANGE EARNINGS: NIL
FOREIGN EXCHANGE OUT GO: NIL
DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA):
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 your Directors confirm:
1. That in the preparation of the accounts for the Financial Year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 said Financial year and of
the Profit of the company for the said financial year.
3. That the Directors 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,
4. That the Directors had prepared the accounts for the year ended
31st March, 2014 on a "going concern" basis.
ACKNOWLEDGEMENT
Your Directors wish to express their sincere thanks to Bankers,
Financial Institutions, Customers, suppliers for their continued
support to the Company. The Directors also acknowledge with gratitude
the continued support received from Investors, Shareholders and various
Departments of State and Central governments.
Your directors'' place on record their appreciation of the Sincerity,
Commitment and Contribution made by the Employees of the company at all
levels, for the smooth functioning of the Company, during the year
under review.
For and on behalf of the Board
Sd/-
Place: Hyderabad Mr. Daniel Solomon Bondugula
Date: 14.08.2014. Chairman & Managing Director
Mar 31, 2013
To The Members of M/s. SECUNDERABAD HEALTHCARE LIMITED
The Directors have a pleasure in presenting the 22nd Annual Report
together with the Audited Statement of Accounts for the Financial year
ended 31st March, 2013.
FINANCIAL RESULTS:
Particulars Year ended Year ended
31.03.2013 (Rs.) 31.03.2012 (Rs.)
Turnover 144,569,767 226,410,893
Profit before Tax ( ) / Loss (-) 410,017 3,694,038
Current Tax 376,481 553,190
Deferred Tax (235,487) (1,800,478)
Profit After Tax ( ) / Loss (-) 269,023 4,941,327
OPERATIONS:
Your Company achieved a turnover of Rs. 144,569,767/- in 2012-13 as
compared to Rs. 226,410,893/- in 2011-12 and the net profit after tax
stood at Rs. 269,023/- for the current year as compared to Rs
4,941,327/- in the previous year.
The Company is committed to continue its efforts for the developmental
activities and has several plans to sustain and improve the turnover
and profitability in the future.
OUTLOOK:
Your company has completed the issue and allotment of equity shares on
preferential basis and the same has been reinvested into business which
will give business advantage and financial benefit in the long term.
The company is empowered to do the same as per the existing clauses in
the Memorandum of Association of the Company. Your company has earned a
considerable investment income in the financial year 2012-13 which we
are expecting to increase in the coming years once there is economic
recovery.
Your company has restricted its trade in the whole sale chemicals and
intermediates to avoid heavy price fluctuation due to economic and
industrial production swings in India as well as in the world. Your
company has achieved turnover of Rs. 144,569,767/- and able to maintain
good relations with the industry which will help the company once there
is a recovery in the economy.
Your Board of Directors proposes to not to go aggressive on the trading
due to uncertain economic condition and would like to strengthen the
company with wiser investment plans
DIVIDEND
Keeping in view the Company''s need for Capital for its various growth
plans and the with the intent to finance such plans through internal
accruals to the maximum your Directors are of the opinion that it is
prudent that no dividend be declared for the year under review
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT,
1956:
- Conservation of Energy : The Company is monitoring the consumption
of energy and is identifying measures for conservation of energy.
- Technology Absorption, adaptation and innovation: No technology
either indigenous or Foreign is involved.
- Research and Development (R & D): The Company is taking steps to
get Research and Development work carried out.
- Foreign exchange earnings: NIL
- Foreign exchange out go : NIL
PARTICULARS OF EMPLOYEES:
The Directors are to report that none of the employee was in receipt of
remuneration exceeding the limit prescribed under section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules 2011.
DIRECTORS:
Mr. Vinay Madhukar Ganu and Mr. Amit Tarachand Shah, Directors, retires
by rotation at the ensuing Annual General Meeting of the Company and
being eligible offers themself for re- appointment.
AUDIT COMMITTEE
The Company has an Audit Committee duly constituted as per the
provisions of Sec 292A of the Companies Act, 1956 and Clause 49 of the
Listing Agreement and the said Committee has also complied with all the
Legal and Statutory requirements.
AUDITORS AND AUDITORS REPORT:
D P Agarwal & Co., Statutory Auditors of the Company retire at the
conclusion of the ensuing Annual General Meeting and are eligible for
reappointment.
The notes on accounts referred to in the Auditors'' Report are
self-explanatoryand therefore do not call for any further comments.
Change of Registered Office of the Company:
During the period under review, the company has shifted its registered
office from S 1 - Vimal, Road No. 5, 8-2-293/82/A, Plot no. 31-B
Jubilee Hills, Hyderabad 500033 To Flat No:16, (part), Block B,
Maheswari Towers, Road No. 1, Banjara Hills, Hyderabad - 500034 and the
same was approved in the Board Meeting held on 1st November 2012.
DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA):
- As required under Section 217(2AA) of the Companies Act, 1956, your
Directors confirm that:
- In the preparation of the Annual Accounts, the applicable
Accounting Standards had been followed along with proper explanation
relating to material departures;
- The Directors had 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 the period;
- The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
- The Directors had prepared the annual accounts on a going concern
basis.
STATEMENT PURSUANT TO CLAUSE 38 OF LISTING AGREEMENT:
Presently the Company''s Equity shares are listed on and Bombay Stock
Exchange Limited (BSE) and the Company have paid the Annual Listing
Fees for the year 2013-14.
CORPORATE GOVERNANCE:
The Securities and Exchange Board of India (SEBI) has prescribed
certain corporate governance standards vide clause 49 of the Listing
Agreement. Your directors reaffirm their commitment to these standards
and a detailed report on corporate governance together with a Auditor''s
certificate on its compliance is annexed hereto and forms part of this
Report.
MANAGEMENT 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 the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company maintains appropriate systems of internal control,
including monitoring procedures and MIS system that define roles and
responsibilities of people across various levels of the organization to
ensure that all assets are safeguarded against loss from unauthorized
use or disposition. Company policies, guidelines and procedures are in
place to ensure that all transactions are authorized and recorded
correctly as well as to provide for adequate checks and balances.
Audits are finalized and conducted based on internal risk assessment.
Significant deviations are brought to the notice of the Audit Committee
by the Board periodically and corrective are measures recommended for
implementation. All these steps facilitate timely detection of any
irregularities and early remedial measures.
PERSONNEL
Your Company firmly believes that a dedicated workforce constitutes the
primary source of sustainable competitive advantage. Accordingly, human
resource development continues to receive focused attention. Your
Directors wish to place on record their appreciation of the dedicated
and commendable services rendered by the staff and workforce of the
Company.
DEPOSITS
The Company has not accepted any deposits during the year pursuant to
the provisions of Section 58A of the Companies Act, 1956
ACKNOWLEDGEMENTS
Your Directors commend the contribution made by the employees to the
continued satisfactory business performance during the year and the
ongoing management support received by the Company. The Directors place
on record their appreciation to all stakeholders particularly
Shareholders, Customers, Suppliers, various Central and State
Government Agencies and Local Authorities, the Medical Community and
business partners, who have contributed to the Company''s continued
support. The Directors also place on record the continued management
support received by the Company in the areas of Health, Safety and
Environment and in terms of product and process know- how..
For and on behalf of the Board
For Secunderabad Healthcare Limited
Place: Hyderabad Sd/- Sd/-
Date: 2nd September 2013 Managing Director Executive Director
Mar 31, 2012
To, The Shareholders
The Board of Directors of your Company hereby presents the 21st Annual
Report on the Business & Operations of the Company and the Audited
Statement of Accounts for the year ended 31st March, 2012 along with
the Auditor''s Report thereon.
FINANCIAL RESULTS
(Amount in Rupees)
Particulars 2011- 2012 2010- 2011
Total Income 226,410,839 574,883,974
Total Expenditure 222,716,855 572,352,649
Profit before Tax 3,694,038 2,531,325
Provision for Tax
- Current Tax 553190 510,138
- Deferred Tax (1,800,478) -
Net Profit after Tax 4,941,327 2,021,187
Basic Earnings per Share 0.04 0.06
Diluted Earnings per Share 0.08 0.36
RESULTS OF OPERATIONS AND FUTURE OUTLOOK
Although the financial year 2012 marked a steady year for your Company
amidst a highly uncertain global environment, your Company continued to
maintain its focus on its fundamentals and embark on newer and more
profitable segments and it was only the result of these efforts that
your Company has been triumphant in achieving a Topline of Rs.
226,410,839/.
Also it is heartening to note that the Company could achieve success in
curtailing its Overall Expenditures by about 61% as compared to the
preceeding year which has resulted in an increase in the its overall
profitability by 46%.
Thus, given the operational performance of your Company and the overall
industry scenario, your Directors are hopeful of better prospects in
the years to come.
DIVIDEND
In order to conserve the resources of the Company and to plough back
the profits for future expansion, your Directors do not recommend any
dividend for the year ended 31st March, 2012.
DEPOSITS
The Company has not accepted any Public Deposit under section 58A,
58AA, 58AAA read with Companies (Acceptance of Deposits) Rules, 1975
during the year under review.
PARTICULARS OF EMPLOYEES
There are no employees in the Company who are in receipt of a
remuneration in excess of the limits prescribed under the provisions of
section 217(2A) of the Companies Act, 1956 or drawing a remuneration
more than the Managing Director.
Moreover, none of the employees are Relatives of the Directors as
mentioned in the provisions of the aforesaid section.
AUDITORS
The Statutory Auditors of the Company M/s D.P. Agarwal & Co. retire at
the conclusion of the ensuing Annual General Meeting and being eligible
have offered themselves for re- appointment.
Your Company has received confirmation from the Auditors to the effect
that their reappointment, if made would be within the limits prescribed
under Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for re- appointment within the meaning of Section 226 of
the said Act.
Thus the Board recommends the re- appointment of M/s. D.P. Agarwal &
Co., Chartered Accountants as the Statutory Auditors of the Company for
the tenure commencing from the conclusion of ensuing Annual General
Meeting upto the next Annual General Meeting.
AUDITORS REPORT
The Comments furnished in the Auditors Report on the Accounts of the
Company are self- explanatory and thus do not call for any further
explanation.
CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY
During the year under review, the Board of Directors of your Company
undertook the conversion of pending 39,904,000 Convertible Equity
Warrants in their Meeting held on 31st March, 2012. Consequent to the
Conversion of the said warrants, the Paid- Up Share Capital of the
Company stands at Rs. 837,596,000/- divided into 83,759,600 Equity
Shares of Rs. 10/- each.
The Shares issued upon Conversion of the aforesaid Equity Warrants are
locked- in for a period of 12 months i.e. till 30th March, 2013.
CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS
Mr. Medasani Munisekhar resigned from the Board of the Company on 18th
July, 2012 on account of his pre- occupation and the Board appointed
Mr. S.L.M. Chowdary Palempati to fill the casual vacancy created on
account of the outgoing Director.
The Board wishes to place on record their earnest appreciation for the
contributions made and the services rendered by Mr. Medasani
Munisekhar during his valued association with the Company.
Furthermore Mr. S. L. M. Chowdary Palempati was appointed on the Board
as an Additional Non- Executive Non- Independent Director w.e.f. 18th
July, 2012 and holds office till the ensuing Annual General Meeting. A
notice proposing the appointment of Mr. S. L. M. Chowdary Palempati
under Section 257 of the Companies Act, 1956 as Director having been
received, the matter is integrated in the Notice for the ensuing Annual
General Meeting.
You are requested to accord your consent to his appointment on the
Board of the Company.
None of the Directors except Mr. S. L. M. Chowdary Palempati is
concerned or interested in the said resolution.
Directors retiring by Rotation
Pursuant to the provisions of Section 255 and Section 256 of the
Companies Act, 1956 read with Article 113 of the Articles of
Association of the Company, Mr. Rajaram Arjun Rambade and Mr. Surendra
Naidu Rayapati, Directors of the Company are due to retire by rotation
and being eligible, offer themselves for reappointment.
The Board wishes to place on record their appreciation for the services
rendered by them as the Directors of the Company.
You are requested to accord your consent to his appointment on the
Board of the Company.
None of the Directors except Mr. Rajaram Arjun Rambade and Mr. Surendra
Naidu Rayapati, are concerned or interested in the said resolution.
Furthermore, Mr. Sharad Shah Tejshi, Director of the Company is due to
retire by rotation at this Annual General Meeting is not seeking
re-election and accordingly you are requested to accord your consent
for relieving the said director from all the duties as a director of
the Company.
PERSONNEL
The relations between the employees and the management, during the
year, have been cordial. Various schemes have been implemented by the
management to boost the employees to raise the benchmark creating a
healthy competition within the organization.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO :
In view of the nature of activities undertaken by the Company, the
disclosure under section 217(1) (e) read with Rules 2A, & 2B of the
Companies (disclosure of particulars in the report of the Board of
Directors) Rules, 1988, regarding
conservation of energy and technology absorption respectively, are not
applicable to the Company.
Furthermore, the Company had no Foreign Exchange Earnings nor did it
deal with any foreign exchange during the year.
HUMAN RESOURCE DEVELOPMENT
Your Company takes immense pride in the Commitment, Competence and
Strength shown by its workforce in all realms of business. The Company
continues to take new initiatives to further align its H. R. policies
to meet the growing needs of its business.
Furthermore, Human Resource Development continues to be a key focus
area at Secunderabad Healthcare Limited and thus the Company organizes
regular training sessions for both the senior and junior management.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956,
the Directors hereby state and confirm:
- That in the preparation of the Annual Accounts for the year ended
31st March, 2012, applicable accounting standards have been followed
and no material departures have been made during the year under review.
- That they 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 financial year and of the Profit of the
Company for the year.
- That they have taken 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.
- That they have prepared the Annual Accounts on a Going Concern basis.
CORPORATE GOVERNANCE
It has always been the Company''s attempt to excel through better
Corporate Governance and fair and transparent practices, many of which
have already been in place even before they were mandated by the law of
the land.
Your Company continues to strive towards highest Standards of Corporate
Governance. A report incorporating the Company''s Structure on Corporate
Governance is given in separate section titled "Report on Corporate
Governance" forming part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of Operations, Performance and Future Outlook
pursuant to the requirements of Clause 49 of the Listing Agreement of
the Company is given separately under the Section of "Management
Discussion and Analysis Report" which forms part of the Annual Report.
ACKNOWLEDGEMENTS
Your Directors place on record their gratitude to the State Governments
and the Company''s Bankers for the assistance, support and encouragement
extended by them to the Company. They also wish to place on record
their gratitude for the enduring support and generous efforts of the
Investors, Dealers, Business Associates and Employees in ensuring an
excellent all round operational performance of the Company.
By Order of the Board
Date: 1st September, 2012 Sd/-
Place: Hyderabad Managing Director
Mar 31, 2011
The Directors have the pleasure in presenting their Twentieth Annual
Report together with the Audited Accounts of the Company for the year
ended 31st March, 2011.
This year the Company completed its nineteenth year of operations.
Market conditions have been challenging. However your Company has
always been working through this demanding situation to ensure that the
viable products can move forward. In some cases we have been successful
and in some, we have not been able to achieve the desired success as
expected.
However in order to ensure that the Company''s growth is not hindered,
it is venturing into new lines of businesses in addition to the present
business activities undertaken by it. The Management of the Company is
hopeful that the efforts undertaken by them would meet with the desired
level of success in the years to come
FINANCIAL RESULTS:
The financial performance of the Company, for the year ended March 31,
2011 is summarised below:
(Rs in lakhs)
Particulars 2010-2011 2009-2010
Amount Amount
Income 5894.13 2011.30
Profit before tax 25.31 25.88
Provision for tax 5.10 4.05
Profit After tax 20.21 21.84
- RESULTS OF DEERAIIQNS:
During the year under the review i.e. March 31, 2011 the Company has
achieved a total income aggregating to Rs. 5894.13 lacs as compared
to Rs. 2011.30 lacs in the previous financial year ended March 31,
2010, an increase of 200% as compared to the previous year. This
achievement is a result of extensive efforts put in by the management
for growing revenue, improving gross margins and generating
efficiencies through increased productivity and leveraging scale.
Further the company posted a net profit of Rs. 25.31 lacs for the
financial year ended March 31, 2011 which is slightly less as compared
to that earned during the year ended March 31,2011. The decrease on the
amount of Net Profit can be attributed to the mounting direct expenses
incurred by Company. Further after making the necessary provisions for
tax, the Company''s net profit stands at Rs. 20.21 Lacs.
With the anticipated revival of the economy, your Directors are hopeful
of better performance in the future years.
OUTLOOK:
Your Board of Directors proposes to diversify the activities of the
Company with a view to broad basing its activities and making it more
resilient. In view of the bright prospects and with the rich experience
of the senior executives of the Company, the Company feels that it can
conveniently venture into business of Investment Company, its allied
activities and other areas more elaborately described in the
explanatory statement given in notice, which are to be read
independently.
The Company is empowered by the existing object clause 1 & 4 in the
Memorandum of Association trade and deal in chemicals and alkalis
(whether by wholesale or retail) and which would include
all kinds of drugs, chemical, acids, medical and chemical preparation.
The Board is satisfied that the proposed business can be undertaken
conveniently and advantageously with the existing business of the
Company.
- DIVIDEND:
Your Directors do not recommend Dividend for the year ended March 31,
2011 with a view to conserve the financial resources of the Company.
- DIRECTORS:
During the year, Mr. Vasudev Reddy Guda resigned from the directorship
of the Company with effect from September 1, 2010 and his resignation
was accepted by the Board of directors with immediate effect. Further
the Board appointed Mr. Vinay Ganu as the Executive Director of the
Company on 14th October, 2011.
The Board wishes to place on record its appreciation for the valuable
contribution rendered by Mr. Vasudev Reddy Guda during his long
association with the Company.
Further Mr. Medasani Munisekhar & Mr. Thakur Ramesh Singh Chouhan ,
Directors of the company, are due for retirement by rotation and are
eligible for re-appointment. Also, Mr. Amit Shah , Mr. Jigar Motta &
Mr. Vinay Madhukar Ganu are appointed during the year under section 260
of the companies act, 1956, as the Additional directors of the company.
Your Directors commends their re- appointment as the Directors of the
Company.
- SUSTAINABILITY:
Your Company has at a unified and centralized level, put in place a
Corporate Social Responsibility (CSR) policy which is based on a belief
that a Business cannot succeed in a society that fails and therefore it
is imperative for business houses, to invest in the future by taking
part in social-building activities.
Corporate Social Responsibility (CSR, also called corporate conscience,
corporate citizenship, social performance, or sustainable responsible
business) is a form of corporate self regulation integrated into a
business model. CSR is the deliberate inclusion of public interest into
corporate decision-making that is the core business of the company or
firm, and the honouring of a triple bottom line: people, planet,
profit. The goal of CSR is to embrace responsibility for the company''s
actions and encourage a positive impact through its activities on the
environment, consumers, employees, communities, stakeholders and all
other members of the public sphere.
- SUBSIDIARY:
The Company does not have any subsidiary Company within the meaning of
section 4 of the Companies Act, 1956. Thus furnishing of the statement
pursuant to the provisions of Section 212 of the Companies Act, 1956 is
not required
- DISCLOSURE OF CHANGES IN THE CAPITAL STRUCTURE-
During the year under review, 4,00,96,000 Equity Shares were issued in
lieu of the Convertible Equity shares on 2nd March, 2011 by the Company
consequent to the payment of entire consideration and upon exercise of
the option of conversion by the allotters.
Consequent to the afore-said issue of shares, the paid- up share
capital of the Company stands at Rs 43,85,56,000 divided into
4,38,55,600 Equity Shares of Rs. 10/- each. Further the conversion of
3,99,04,000 Warrants is pending as on date.
Post conversion the paid- up share capital of the company would stand
at Rs. 83,75,96,000 divided into 8,37,59,600 equity shares of Rs. 10/-
each.
- PUBLIC DEPOSITS AND LOANS/ADVANCES:
During the year under review, your Company has not invited or accepted
any deposits from the public pursuant to the provisions of Section 58A
of the Companies Act, 1956; and therefore, no amount of principal or
interest was outstanding in respect of deposits from the public as of
the date of Balance Sheet.
MANAGEMENT, DISCUSSION A ANALYSIS;
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion & Analysis is given separately
and forms part of this Annual Report.
- CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement, Corporate Governance
Report forms part of the Annual Report along with the compliance
certificate on the conditions laid down in clause 49 of the Listing
Agreement.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217f2AA) of the Companies
Act. 1956. with respect to Directors'' Responsibility Statement it is
hereby confirmed that:
(i) In the preparation of the annual accounts for the year ended March
31,2011, the applicable accounting standards read with requirements set
out under Schedule VI of the Companies Act, 1956, have been followed
and there are no material departures from the same;
(ii) The Directors have selected such accounting 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 March 31,2011 and of the
profit of the Company for the year ended on that date;
(iii) The Directors 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; and
(iv) The Directors have prepared the annual accounts of the Company on
a ''going concern'' basis.
- AUDITORS:
M/s. D. P. Agarwal & Co. retires at the ensuing Annual General Meeting
and are eligible for re- appointment.
As required under the provisions of section 224(1B)of the Companies
Act, 1956, the Company has obtained a written certificate from the
Auditors to the effect that their re-appointment, if made, would be in
conformity with the limits specified in the said section.
Your Directors request you to appoint Auditors for the current
financial year and fix their remuneration
- AUDITORS REPORT:
The Auditors'' Report to the shareholders on the Accounts of the
Company for the financial year ended March 31, 2011 does not contain
any qualification.
Further the observations furnished by the Auditors in their report are
self-explanatory and do not call for any further comments.
- CONSERVATION OF ENERGX, TECHNOLOGY, ABSORPTION , FOREIGN EX- CHANGE
EARNINGS. ANR OUTGO;
In view of the nature of the activities which are being carried on by
the company, Rules 2A & 2B of the companies (disclosure of particulars
in the report of the Board Of Directors) Rules, 1988, concerning
conservation of energy and technology absorption respectively , are not
applicable to the company.
During the year under review, the company had no foreign exchange
earnings. The company has not spent any foreign exchange on any
account.
- PARTICULARS OF,EMPLOYEES:
There are no employees who are in receipt of emoluments in excess of
the limits prescribed under section 2t7(2A) of the companies act, 1956
during the year ended 31st March, 2011.
LISTING:
The Bombay Stock Exchange Limited
P J towers, 25th Floor,
Dalai Street,
Mumbai- 400 001
- ACKNOWLEDGEMENTS;
Your Directors wish to place on record their appreciation for the
continued support and co-operation by Financial Institutions, Banks,
Government authorities and other stakeholders. Your Directors also
acknowledge the support extended by the Company''s Unions and all the
employees for their dedicated service. Your Directors would also like
to thank you for the support and faith you have shown in us, and look
forward to a fruitful relationship in the years to come.
Your Directors also thank the Members of the Board for their insight
and guidance and for their contribution in the success of the Company.
Your Directors also place on record their deep sense of appreciation
for the services rendered by the employees of the Company.
For and on Behalf of the Board of Directors
For Secunderabad Healthcare Limited
Sd/-
Solomen Deneii Bondugula
Place: Hyderabad (Chairman)
Date : 1st September, 2011
Mar 31, 2010
The Directors have a pleasure in presenting the 19th Annual Report
together with the Audited State- ment of Accounts for the Financial
year ended 31 st March, 2010.
FINANCIAL RESULTS: (Rs. In Lakhs)
Particulars Year ended
31.03.2010 Year ended
31.03.2009
Turnover 1843.27 1592.24
Profit before Tax (+) / Loss (-) 25.88 43.06
Provision for Tax 4.05 4.79
Profit After Tax (+)/Loss (-) 21.85 38.26
Balance Brought Forward 166.01 174.33
OPERATIONS:
Your Company achieved a turnover of Rs, 1843.27 Lacs as compared to Rs.
1592.24 Lacs in 2008-09 and the net profit after tax stood at Rs. 21.85
Lacs compared to Rs 38.26 Lacs in the previous year. Even though the
Company registered a growth of 15.75% in the turnover for the current
financial year under review, there is decline in the net profit after
tax of the Company. This is due to increase in purchases amounting to
Rs. 18,39,69,902. Such an increase is of 38.98% as compared to the
previous accounting year.
The Company is committed to continue its efforts for the developmental
activities and has several plans to sustain and improve the turnover
and profitability in the future.
OUTLOOK:
The year 2009 presented a lot of uncertainties and grave challenges for
the Indian economy because of the financial and economic crisis that
struck the world. But to the delight of the countrymen, India emerged
from this crisis after having weathered against all odds only to usher
in an era of sound economic situation aiming for a consistent 9%
growth. The aim of the government outlined in the budget 2010-11 is to
achieve inclusive growth by bringing the rural masses within the ambit
of the development agenda.
The health infrastructure across Indian states is projected to grow by
an average of 5.8 percent per annum between 2009-2013, taking the total
expenditure in 2013 to USD 14.2 billion as suggested by the Indian
Healthcare edition of KPMGs trend monitor. The report states that the
Indian healthcare industry is estimated to double in value by 2012 and
more than quadruple by 2017. The main factors propelling this growth
are rising income levels, changing demographics and illness profiles,
with a shift from chronic to lifestyle diseases. This is likely to
result in considerable infrastructure challenges and opportunities.
Financial Budget for 2010-11 is encouraging in terms of increase in
planned allocation for the Ministry of Health and Family Welfare from
Rs. 19,534 crore in 2009-10 to Rs.22,300 crore in 2010-11 and reduction
in customs duty on all medical, surgical, dental and veterinary
equipment (including parts and accessories) from 7.5% to 5%. These
goods are also being exempted from special CVD. The basic custom duty
is exempted on specified inputs used for the manufacture of orthopedic
implants.
Strengthening food security, improving education opportunities and
providing health facilities at the level of households, both in rural
and urban areas are sine-qua-none for inclusive growth to which the
government and policy makers have attached utmost significance and
priority. The financial year 2010- 11 marks the beginning of reverting
to a high growth rate and moving towards greater fiscal consolida- tion
and economic vibrance. This is going to be a new beginning for all the
sectors of the economy and thus there is new hope and optimism for each
of them. Last few years have seen consistent growth in the Indian
healthcare sector, which has a promising future. And it is expected
that the reform propos- als enshrined in the budget would help in
accelerating and sustaining the growth path in the industry.
Undoubtedly healthcare sector would help India become a global giant
over the next decade.
DIVIDEND
Keeping in view the Companys need for Capital for its various growth
plans and the with the intent to finance such plans through internal
accruals to the maximum your Directors are of the opinion that it is
prudent that no dividend be declared for the year under review
ALLOTMENT OF SHARES PURSUANT TO CONVERSION OF WARRANTS:
The Company had issued Share Warrants to a tune of 175000 Share
warrants to the promoters and 200000 Share warrants to non promoters,
at a price of Rs. 100/- per warrant that are convertible into Equity
Shares, as determined in accordance with the relevant SEBI (DIP)
Guidelines, 2000. Such War- rants are convertible at the option of the
Warrant holders within an aggregate time frame of 18 months from date
of its allotment to the Warrant holders into 375000 Equity Shares at a
price of Rs. 100/- per share as determined in accordance with the
relevant SEBI (DIP) Guidelines, 2000.
Upon receipt of the balance consideration for the same, the Board has
allotted 2,00,000 Equity Share, in its meeting held on 15th June 2009
upon conversion of the Warrants in to Equity shares. The Com- pany has
made the necessary application for listing of these shares with the
Bombay Stock Exchange Limited.
- Conservation of Energy: The Company is monitoring the consumption of
energy and is identifying measures for conservation of energy.
- Technology Absorption, adaptation and innovation: No technology
either indigenous or Foreign is involved.
- Research and Development (R & D): The Company is taking steps to get
Research and Development work carried out.
- Foreign exchange earnings: NIL
- Foreign exchange out go : NIL
PARTICULARS OF EMPLOYEES:
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors report that no employee who was in receipt of remuneration of
Rs.24, 00,000/- or more per annum or Rs. 2,00,000/- or more per month,
where employed for a part of the year.
Thus furnishing of particulars under the Companies (particulars of
employees) Rules 1975 does not arise.
DIRECTORS:
Mr. Sharad Tejshi Shah & Mr. R. Surendra Naidu, Directors, retire by
rotation at the ensuing Annual General Meeting of the Company and being
eligible offers himself for re-appoint- ment.
Mr. Rajaram Arjun Rambade, Additional Director of the Company, is been
proposed to be ap- pointed as a Director liable to retire by rotation
upon the notice received in writing from a Member of the Company along
with a deposit of Rs. 500/- signifying his intention to propose the
said director as candidate for the Office of Directors.
AUDIT COMMITTEE
The Company has an Audit Committee duly constituted as per the
provisions of Sec 292A of the Companies Act, 1956 and Clause 49 of the
Listing Agreement and the said Committee has also com- plied with all
the Legal and Statutory requirements.
AUDITORS AND AUDITORS REPORT:
M/s. A. Singhai & Co., are appointed as Statutory Auditors of the
Company in place of M/s. P. Mu- rali & Co Chartered Accountants to hold
office from the conclusion of the ensuing Annual General Meeting upto
the conclusion of the next Annual General Meeting.
The Company has received letters from the Auditors to the effect that
their appointment, if made, would be within the prescribed limits under
section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such re appointment within the meaning of section 226
of the said act.
The notes on accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further comments.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217r2AA):
As required under Section 217(2AA) of the Companies Act, 1956 which was
introduced by the Companies (Amendment) Act, 2000, your Directors
confirm that:
- In the preparation of the Annual Accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures;
- The Directors had 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 the period;
- The Directors had taken proper and sufficient care for the
maintenance of adequate ac counting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
- The Directors had prepared the annual accounts on a going concern
basis.
STATEMENT PURSUANT TO CLAUSE 38 OF LISTING AGREEMENT:
Presently the Companys Equity shares are listed on and Bombay Stock
Exchange Limited (BSE) and the Company have paid the Annual Listing
Fees for the year 2010-11.
CORPORATE GOVERNANCE:
The Securities and Exchange Board of India (SEBI) has prescribed
certain corporate governance stan- dards vide clause 49 of the Listing
Agreement. Your directors reaffirm their commitment to these standards
and a detailed report on corporate governance together with a Auditors
certificate on its compliance is annexed hereto and forms part of this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section form- ing part
of the Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company maintains appropriate systems of internal control,
including monitoring procedures and MIS system that define roles and
responsibilities of people across various levels of the organization to
ensure that all assets are safeguarded against loss from unauthorized
use or disposition. Company poli- cies, guidelines and procedures are
in place to ensure that all transactions are authorized and recorded
correctly as well as to provide for adequate checks and balances.
Audits are finalized and conducted based on internal risk assessment.
Significant deviations are brought to the notice of the Audit Committee
by the Board periodically and corrective are measures recommended for
implementation. All these steps facilitate timely detection of any
irregularities and early remedial measures.
PERSONNEL
Your Company firmly believes that a dedicated workforce constitutes the
primary source of sustain- able competitive advantage. Accordingly,
human resource development continues to receive focused attention. Your
Directors wish to place on record their appreciation of the dedicated
and commendable services rendered by the staff and workforce of the
Company.
DEPOSITS
The Company has not accepted any deposits during the year pursuant to
the provisions of Section 58A of the Companies Act, 1956.
ACKNOWLEDGEMENTS
Your Directors commend the contribution made by the employees to the
continued satisfactory busi- ness performance during the year and the
ongoing management support received by the Company. The Directors
place on record their appreciation to all stakeholders particularly
Shareholders, Cus- tomers, Suppliers, various Central and State
Government Agencies and Local Authorities, the Medi- cal Community and
business partners, who have contributed to the Companys continued
support. The Directors also place on record the continued management
support received by the Company in the areas of Health, Safety and
Environment and in terms of product and process know- how.
For and on behalf of the Board
Sd/- Sd/-
Place: Hyderabad (M.Munisekhar) (Daniel Soloman)
Date: 12th August, 2010 Managing
Director Executive Director
Mar 31, 2009
The Directors have pleasure in presenting the 18th Annual Report of the
company together with the Audited Accounts for the year ended 31st
March 2009.
FINANCIAL RESULTS
Particulars Year ended Year ended
31.03.2009 31.03.2008
Turnover 1593.62 2017.30
Profit before Tax (+) / Loss (-) 43.06 269.3
Provision for Tax 4.79 41.90
Profit After Tax (+) / Loss (-) 38.27 227.40
Balance Brought Forward 174.33 5.76
Balance Carried Forward 166.01 0.00
(Rs. Lakhs)
OPERATIONS
During the year under report, your company has able to withstand the
global economic turmoil and able to maintain most of its turnover with
reduced margins.
With the expected global recovery by 2010, your company expected to
grow well with considerable advantage to the stake holders.
Your company has to hold some of its plans due to down turn in the
global economic situation. Your company expected continues with the
projects in the near future so that projects will be completed by the
time economic conditions of the markets are improved.
Hence, expects higher revenues and returns in the years to come.
OUTLOOK
Health care is one of the largest service sectors in India as well as
in the world. Down turn in the world economies forcing western world to
cut their costs on health care and pharmaceuticals. This provides
opportunity to your company and well as to India. Recent influenza
virus scare has reiterated need for enhanced healthcare system in the
coming years.
Increased fertilizer raw material input costs and environmental safely
concerns worldwide has made countries like India, which is mainly
dependent on agriculture based economy, to look for alternates and
giving boost for Bio fertilizers and Bio pesticide.
Besides concentrating on Health Care, Nutraceuticals and
Cosmeceuticals, your company has ntered into upcoming areas like
peptones, bio fertilizers and bio pesticides.
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OFTHE COMPANIES ACT,
1956
(a) Conservation of Energy: The Company is monitoring the consumption
of energy and is identifying measures for conservation of energy.
(b) (i) Technology Absorption, adaptation and innovation:- The company
has developed inhouse technology for Bio Fertilizers and Bio
Pesticides.
(ii) Research and Development (R & D): The Company is taking steps to
get Research and Development work to be carried out inhouse and made
the same as continuous process in the company.
(c) Foreign exchange earnings : NIL
Foreign exchange out go : NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors are to report that no employee was in receipt of remuneration
of Rs.24,00,000/- or more per annum or Rs. 2,00,000/- or more per month
where employed for a part of the year.
DIRECTORS
Dr. Thakur Ramesh Singh Chouhan has been appointed as an Additional
Director of the Company by the Board on 30th June, 2009, and is
eligible to be appointed as Director liable to retire by rotation at
ensuing meeting.
Mr.G.Vasudeva Reddy and Mr. K.Hari Kumar retire by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for
re-appointment.
Mr. M.TSrinivas resigned from the Board and the Board has accepted the
same at their meeting held on 30th June, 2009. The Board has given
appreciation to his valuable services rendered by him during his tenure
of period.
AUDITORS:
M/s P. Murali & Co Chartered Accountants, Statutory Auditors of the
company hold office until the conclu- sion of the ensuing Annual
General Meeting and are eligible for re -appointment. The company has
received letters from the Auditors to the effect that their
appointment, if made, would be with in the prescribed limits under
section 224 (1B) of the Companies Act, 1956 and that they are not
disqualified for such reappointment with in the meaning of section 226
of the said act.
The notes on accounts referred to in the Auditors Report are self -
explanatory and therefore do not call for any further comments
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA)
As required under Section 217(2AA) of the Companies Act, 1956 which was
introduced by the Companies (Amendment) Act, 2000, your Directors
confirm that:
i) In the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) The Directors had 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 Loss of the
company for the period;
iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) The Directors had prepared the annual accounts on a going concern
basis.
STATEMENT PURSUANT TO CLAUSE 38 OF LISTING AGREEMENT
Presently the companys Equity shares are listed on and Bombay Stock
Exchange Limited (BSE) and the company has paid the Annual Listing Fees
for the year 2009-2010.
CORPORATE GOVERNANCE
In order to bring more transparency in the conduct of business, the
Stock Exchanges have amended the listing agreement incorporating the
code of corporate governance to listed companies. Your Company has
always been committed to the best practices in the governance of its
affairs. Your company had taken steps and complied with most of the
recommendations during the year. For the year under review, the
Compliance Report is provided in the Corporate Governance section in
this Report. The AuditorsCertificate on compliance with the mandatory
requirements of Corporate Governance is given in "Annexure "A" to this
Report."
PERSONNEL
The relations between the management and the staff were very cordial
throughout the year. Your Directors take this opportunity to record
their appreciation for the Co-Operation and loyal services rendered by
the employees.
DEPOSITS
The company has not accepted any deposits during the year pursuant to
the provisions of Section 58A of the Companies Act, 1956.
ACKNOWLEDGEMENTS
Your Directors also wish to express their thanks to the Stakeholders
viz Shareholders, Financial Institutions, Bankers, Distributors and
customers, the various departments of the Government of India and the
Govern- ment of Andhra Pradesh for their unstinted support during the
year under review and look forward to their continued support.
for and on behalf of the Board
for SECUNDERABAD HEALTHCARE LIMITED
SD/- SD/-
(M.MUNISEKHAR) (DANIEL SOLOMON)
MANAGING DIRECTOR EXECUTIVE DIRECTOR
PLACE: HYDERABAD
DATE: 02-09-2009
Mar 31, 2008
The Directors have pleasure in presenting the 17th Annual Report of the
company together with the Audited Accounts for the year ended 31st
March 2008.
FINANCIAL RESULTS (Rs. Lakhs)
Particulars Year ended 31-03-2008 Year ended 31-03-2007
Turnover 2017.30 883.58
Profit before Tax (+) / Loss (-) 269.3 195.36
Provision for Tax 41.90 16.94
Profit After Tax (+) / Loss (-) 227.40 178.42
Balance Brought Forward 5.76 (170.00)
Balance Carried Forward 0.00 5.76
OPERATIONS
During the year under report, your company has achieved remarkable
turnover due to boost up of the healthcare industry in all aspects.
Even though the competition has substantially increased in the sector,
the inevitable needs of the common man with health consciousness
resulted in increased turnover and net profit of the Company. Your
Directors look forward to increase the profitability by introducing
various healthcare products at competitive price and expanding the
operations to overseas in nutraceuticals and cosmeceuticals.
Besides strenthening its business in the above areas , your com ,any
also entered into areas of latest technologies like Bio Fertilizers and
Bio Pesticides.
Hence, expects higher profits in the years to come.
OUTLOOK
Health care is one of the largest service sectors in India as well as
in the world. Down turn in the world economies forcing western world to
cut their costs on health care and pharmaceuticals. This provides
opportunity to your company and well as to India.
Increased fertilizer raw material input costs and environmental safely
concerns worldwide has made countries like India, which is mainly
dependent on agriculture based economy, to look for alternates and
giving boost for Bio fertilizers and Bio pesticide.
Besides concentrating on Health Care, Nutraceuticals and
Cosmeceuticals, your company has entered into upcoming areas like
peptones, bio fertilizers and bio pesticides.
SPECIAL REOLUTIONS
The Members have passed special resolution on 17th January, 2008 at
their meeting pursuant the provisions of Section 81(1 A) of the
Companies Act, 1956 relating to issue of 200000 warrants to the persons
other than promoters and 175000 warrants to the promoters on
preferential basis with an option to convert the same in to
Equity Shares. The Company has complied with the necessary provisions
of related enactments as may be applicable in this regard.
ISSUE OF SHARE WARRANTS
The company had issued Share Warrants to a tune of 1,75,000 Share
warrants to the promoters and 2,00.000 Share warrants to non-promoters,
at a price of Rs. 100/- per warrant convertible into Equity Shares, as
determired in accordance with the relevant SEBI Guidelines,
convertible, at the option of the warrant holders within as aggregate
time period of 18 months from date of allotment of the warrants into
3,75,000 Equity Shares at a price of Rs. 100/- per share as determined
in accordance with the relevant SEBI Guidelines.
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1 )(e) OF THE COMPANIES ACT,
1956
(a) Conservation of Energy: The Company is monitoring the consumption
of energy and is identifying measures for conservation of energy.
(b) (i) Technology Absorption, adaptation and innovation:- The company
has developed in house technology for Bio Fertilizers and Bio
Pesticides.
(ii) Research and Development (R&D): The Company is taking steps to get
Research and Development work to be carried out inhouse and made the
same as continuous process in the company.
(c) Foreign exchange earnings: NIL
Foreign exchange out go : NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors are to report that no employee was in receipt of remuneration
of Rs.24,00,000/- or more per annum or Rs. 2,00,000/- or more per month
where employed for a part of the year.
DIRECTORS
Mr.M.T Srinivas Rao and Mr. R Surender Nandu retires by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for
re-appontment. Mr. Sharad T.Shah has been appointed as an Additional
Director of the Company by the Board on 28 .June, 2008, and is eligible
to be appointed as Director liable to re: re by rotation.
Mr. Sundara Raja Bhattar has been resigned from the Board for which he
has tendered his resignation letter dated 1st August, 2008 to the Board
the Board has accepted his resignation in their Board Meeting held on
11th August. 2008 with immediate effect (i.e w.e.f from 11th August,
2008). The Board has given appreciation to his valuable services
rendered by him during his tenure of period.
AUDITORS:
M/s R Murali & Co Chartered Accountants, Statutory Auditors of the
company hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for re -appointment. The company has received
letters from the Auditors to the effect that their appointment, if
made, would be with in the prescribed limits under section 224 (1B) of
the Companies Act,1956 and that they are not disqualified for such re
appointment with in the meaning of section 226 of the said act.
The notes on accounts referred to in the Auditors Report are self
explanatory and therefore do not call for any further comments
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA)
As required under Section 217(2AA) of the Companies Act, 1956 which was
introduced by the Companies (Amendment) Act, 2000, your Directors
confirm that:
i) In the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so us 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 Loss of the
company for the period;
iii)The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv)The Directors had prepared the annual accounts on a going concern
basis.
STATEMENT PURSUANT TO CLAUSE 38 OF LISTING AGREEMENT
Presently the companys Equity shares are listed on and Bombay Stock
Exchange Limited (BSE) and the company has paid the Annual Listing Fees
for the year 2008-09.
CORPORATE GOVERNANCE
In order to bring more transparency in the conduct of business, the
Stock Exchanges have amended the listing agreement incorporating the
code of corporate governance to listed companies. Your Company has
always been committed to the best practices in the governance of its
affairs. Your company had taken steps and complied with most of the
recommendations during the year. For the year undor review, the
Compliance Report is provided in the Corporate Governance section in
this Report. The Auditors Certificate on compliance with the mandatory
requirements of Corporate Governance is given in "Annexure A to this
Report."
PERSONNEL
The relations between the management and the staff were very cordial
throughout the year. Your Directors take this opportunity to record
their appreciation for the Co-Operation and loyal services rendered by
the employees.
DEPOSITS
The company has not accepted any deposits during the year pursuant to
the provisions of Section 58A of the Companies Act, 1956.
ACKNOWLEDGEMENTS
Your Directors also wish to express their thanks to the Stakeholders
viz Shareholders, Financial Institutions, Bankers, Distributors and
customers, the various departments of the Government of India and the
Government of Andhra Pradesh for their unstinted support during the
year under review and look forward to their continued support.
for and on behalf of the Board
for SECUNDERABAD HEALTHCARE LIMITED
(M.MUNISEKHAR) (DANIEL SOLO MAN)
MANAGING DIRECTOR EXECUTIVE DIRECTOR
PLACE: HYDERABAD
DATE : 11-08-2008
Mar 31, 2007
The Directors have pleasure in presenting the 16th Annual Report of
the company together with the Audited Accounts for the year ended 31st
March 2007.
FINANCIAL RESULTS (Rs. Lakhs)
Particulars Year ended 31-03-2007 Year ended 31-03-2006
Turnover 883.58 60.97
Profit before Tax (+) / Loss (-) 195.36 4.62
Provision for Tax 16.94 0.39
Profit After Tax (+) / Loss (-) 178.42 4.23
Balance Brought Forward (170.00) (185.36)
Balance Carried Forward 5.76 (169.99)
OPERATIONS
The Company is planning to source and procure medicines and
nutraceuticals for new generation pharmacies in India. The Company is
using its contacts in US for sourcing good quality products at
competitive rates for Indian pharmacies.
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1 )(e) OF THE COMPANIES ACT,
1956
(a) Conservation of Energy: The Company is monitoring the consumption
of energy and is identifying measures for conservation of energy.
(b) (i) Technology Absorption, adaptation and innovation:- No
technology either indigenous or Foreign is involved.
(ii) Research and Development (R & D): The Company is taking steps to
get Research and Development work to be carried out.
(c) Foreign exchange earnings: NIL Foreign exchange out go: NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors are to report that no employee was in receipt of remuneration
of Rs.24,00,0007- or more per annum or Rs. 2,00,0007- or more per month
where employed for a part of the year.
DIRECTORS
During the year the Board Appointed Mr. M.Munisekhar as Managing
Director of the Company in place of Mr. G.Vasudeva Reddy for a period
of five years since Mr. Vasudeva Reddy expressed his inability to serve
as Managing Director and willing to continue as Non Executive Director
on the Board. The Board placed appreciation for his services during the
tenure of Managing Director to the Company.
Mr.G.Vasudeva Reddy and Mr. V.S.R Bhattar retires by rotation at the
ensuing Annual General Meeting and being eligible to offer themselves
for re-appointment.
AUDITORS:
M/s R Murali & Co Chartered Accountants, Statutory Auditors of the
company hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for re -appointment. The company has received
letters from the Auditors to the effect that their appointment, if
made, would be with in the prescribed limits under section 224 (1B) of
the Companies Act, 1956 and that they are not disqualified for such re
appointment with in the meaning of section 226 of the said act.
The notes on accounts referred to in the auditors Report are self
explanatory and therefore do not call for any further comments
COMPANY SECRETARY:
During the year the Board appointed Mr. Sri Rama Saran Prasad as
Company secretary with effect from 01.04.2006. But due his personal
problems he resigned from the office of company secretary with effect
from 15.03.2007. And in his place your Company has appointed Mr. B.
Venugopal Rao as Company Secretary with effect from 21.04.2007 and the
requisite filings have been made with the Registrar of Companies and
intimation given the Stock Exchanges as per listing agreement.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA)
As required under Section 217(2AA) of the Companies Act, 1956 which was
introduced by the Companies (Amendment) Act, 2000, your Directors
confirm that:
i) In the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) The Directors had 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 Loss of the
company for the period;
iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) The Directors had prepared the annual accounts on a going concern
basis.
STATEMENT PURSUANT TO CLAUSE 38 OF LISTING AGREEMENT
Presently the companys Equity shares are listed on The Hyderabad Stock
Exchange Limited (HSE) and Bombay Stock Exchange Limited (BSE) and the
company has paid the Annual Listing Fees for the year 2007-08.
The Bombay Stock Exchange Limited (BSE) has revoked the suspension in
trading of shares of the company. Accordingly the shares of the company
are trading in the BSE with effect from 18.07.2007 at fair price of Rs.
19/- as certified by SEBI approved Merchant Banker.
CORPORATE GOVERNANCE
In order to bring more transparency in the conduct of business, the
Stock Exchanges have amended the listing agreement incorporating the
code of corporate governance to listed companies. Your Company has
always been committed to the best practices in the governance of its
affairs. Your company had taken steps and complied with most of the
recommendations during the year. For the year under review, the
Compliance Report is provided in the Corporate Governance section in
this Report. The Auditors Certificate on compliance with the mandatory
requirements of Corporate Governance is given in "Annexure "A" to this
Report."
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Clause 49 of the Listing Agreement, a Management Analysis
Report is given below:
A. INDUSTRY BACKGROUND
India is known for its health, pharmaceutical industry for sometime.
With the growing economy, increased awareness of health, availability
of technical staff has made India as destination for health and related
industries like pharmaceutical, biotech and nutraceutical industries.
Besides globalization, population in India, increased life expectancy,
knowledge about health, availability of health insurances have given
boost of health and health related industry in India.
B. INDUSTRY OUTLOOK
With the globalization and liberalization, India become a major player
in health, pharmaceutical and nutraceuticals. It may be large in volume
terms, but it is considered very small in value terms. With
availability of health insurances, increased costs of production with
environmental restrictions, Indian health and related industry in
expected to triple in next decade in value terms too. Life expectancy
has increased and at the same time cost of medication and lifestyle
products, like probiotics, have increased tremendously which makes
health and health related industry to grow continuously.
C. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate internal control system and MIS system that
define roles and responsibilities of people across various levels of
the organization. These systems facilitate effective checks and
controls as well as tight monitoring on a continuous basis.
D. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS:
The company has taken care of changes top, middle managements and
staff, in requirement of middle management and staff. By taking in to
consideration of proposed changes in business model i.e. from health
diagnostics and healthcare to Pharmaceuticals, biotechnology and
nutraceuticals the company has appointed required technical and
administrative staff. New staff has under gone required training and
orientation to handle present and future businesses of the company in
efficient and effective manner.
PERSONNEL
The relations between the management and the staff were very cordial
throughout the year. Your Directors take this opportunity to record
their appreciation for the Co-Operation and loyal services rendered by
the employees.
DEPOSITS
The company has not accepted any deposits during the year pursuant to
the provisions of Section 58A of the Companies Act, 1956.
ACKNOWLEDGEMENTS
Your Directors also wish to express their thanks to the Stakeholders
viz Shareholders, Financial Institutions, Bankers, Distributors and
customers, the various departments of the Government of India and the
Government of Andhra Pradesh for their unstinted support during the
year under review and look forward to their continued support.
for and on behalf of the Board
for SECUNDERABAD HEALTHCARE LIMITED
(M.MUNISEKHAR) (DANIEL SOLOMAN)
MANAGING DIRECTOR EXECUTIVE DIRECTOR
PLACE : HYDERABAD
DATE : 29-08-2007
Mar 31, 2006
ANNUAL REPORT 2005-2006
DIRECTOR'S REPORT
To
The Members of
M/s. SECUNDERABAD HEALTH CARE LIMITED
The Directors have pleasure in presenting the 15th Annual Report of the
company together with the, Audited Accounts for the year ended 31st March
2006.
FINANCIAL RESULTS
Year Ended 31.03.2006 Year Ended 31.03.2005
(Rs. in Lakhs) (Rs. in Lakhs)
Turnover 60.97 195.27
Profit (+) l Loss (-)
(before Tax) 4.62 (41.17)
Balance Brought Forward (185.36) (65.77)
Balance Carried Forward (169.99) (185.36)
OPERATIONS
The hospital operations were effected due to problems connected with
premises for the Hospital. Due to extra ordinary increase in property
prices, taking premises on lease is affecting the business. Changes in the
external environments have been considered and management has decided to
change its focus from health diagnostics to health care and nutraceuticals
supply from better future and growth.
In the month of July 2006, Mr. Munisekhar has acquired the shareholding to
the extent of 24% in the paid up capital of the company through open offer.
Mr. Munisekhar was inducted in the Board as additional director. He is
having experience in the areas of health care products. The experience and
his presence in the company will help for further expansion of business of
operations and develop the company in all the ways.
The Company is planning to source and procure medicines and nutraceuticals
for new generation pharmacies in India. The Company is using its contacts
in US for sourcing good quality products at competitive rates for Indian
pharmacies. First lot of trial shipment is expected to reach India by 1st
week of December 2006, after that it will be regular shipments of larger
quantities on monthly basis with custom labeling.
Mar 31, 2002
The Directors have pleasure in presenting the 11th Annual Report of the
company together with the Audited Accounts for the year ended 31st
March 2002.
OPERATIONS
The hospital has emerged as a major medical center of the Secunderabad.
The year also saw the consolidations of Various medical facilities
along with supporting areas. During the year the hospital found the
confidence of various Insurance Companies and also CGHS beneficiaries
residing in the Secunderabad area.
The continued litigations with the land lord of the building has
adversely affected the image of the hospital & the confidence of the
supporting doctors which in return had its impact on the financial
performance of the Company. The Case is still pending in the High
Court.
FINANCIAL RESULTS
Year Ended Year Ended
31.03.2002 31.03.2001
(Rs. in Lakhs) (Rs. in Lakhs)
Turnover 416.84 431.02
Profit (+)/Loss (-) 3.72 5.82
Balance Brought Forward 33.15 27.82
Balance Carried Forward 3.78 33.15
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
Pursuant to Clause 49 of the Listing Agreement, a Management Analysis
Report is given below:
A. INDUSTRY BACKGROUND
The Healthcare Industry has shown impressive growth in the lost decade.
As the Government spending is more aimed at Primary Healthcare, the
Private Sector has filled the gap in providing Multi-speciality & Super
Specialty Healthcare.
B. INDUSTRY OUTLOOK
With the advent of private insurance in health sector and the increased
awareness among the - people about the health insurance has given a
great opportunity to the corporate hospitals. However, the Twin Cities
of Hyderabad and Secunderabad are witnessing a sudden spurt in the
number of hospitals and this is leading to some unhealthy practices,
which is affecting the image of at the Hospitals and thereby patients
confidence. Newciti Hospitals is able to maintain a fair image in this
regard with institutions, Doctors and in the Society.
C. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Internal control systems are aimed at promoting operational
efficiencies while stressing adherences to policies. The systems are
designed with adequate internal controls commensurate with size and
nature of operations. Transactions are executed in accordance with the
Companys Policies. Assets are safeguarded and deployed in accordance
with the Companys Policies.
During the year under review, an Audit Committee consisting of Three
Independent and Non-Executive Directors was constituted. The committee
is empowered by the Board with the authority to investigate any matters
relating to the internal control system. The committee also reviews the
quarterly, half yearly and annual financial statements before they are
submitted to the Board and ensure compliance of internal control
systems.
D. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:
The Company is able to retain the experienced staff, in spite of the
sudden growth of number of Hospitals, thereby creating a heavy demand
for experienced and trained staff. The Company feels confident of
keeping its manpower costs to below industry norms, with the emphasis
on becoming customer-centric, the staff are regularly exposed to
training & Orientation programmes not a only in their respective fields
but also in public relations.
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT,
1956
(a) Conservation of Energy:
The Company is monitoring the consumption of energy and is identifying
measures for conservation of energy.
(b) (i) Technology Absorption, adaptation and innovation:- No
technology either indigenous or Foreign is involved.
(ii) Research and Development (R & D): No research and Development has
been carried out.
(b) Foreign exchange earnings: NIL
Foreign exchange out go: NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors are to report that no employee was in receipt of remuneration
of Rs. 24, 00,000/- or more per annum or Rs. 2,00,000/- or more per
month where employed for a part of the year.
DIRECTORS
Mr. Tarun Kumar Vasantha was co-opted as Additional Director during the
year to hold the office at the ensuing Annual General Meeting. Notice
pursuant to Section 260 of the Companies Act, 1956, has been received
from the member signifying intention propose the appointment of Mr.
Tarun Kumar Vasantha as Director of the company.
Sri. L. Jagan Mohan Reddy and Sri. G. Venkata Krishna Prasad retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themself for re-appointment.
During the year Sri. R. Dasaradha Rami Reddy resigned as Director. The
Board takes this opportunity to thank him for his valuable
contribution.
DIRECTORS RESPONSIBILITY STATEMENT
i) that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the Directors had 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 sate
of affairs of the Company at the end of the financial year and/of the
Profit or Loss of the company for that period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) the Directors had prepared the annual accounts on a going concern
basis.
STATEMENT PURSUANT TO LISTING AGREEMENT
Presently the companys Equity shares are listed at Hyderabad Stock
Exchange (HSE) and Mumbai Stock Exchange (BSE) and the company has not
paid the Annual Listing Fees for the years 2001 to 2003 for Mumbai
Stock Exchange and for the years 1998 to 2003 to Hyderabad Stock
Exchange.
CORPORATE GOVERNANCE
In order to bring more transparency in the conduct of business, the
Stock Exchanges have amended the listing agreement incorporating the
code of corporate governance to listed companies. Your Company has
always been committed to the best practices in the governance of its
affairs. Your company had taken steps and complied with most of the
recommendations during the year. For the year under review, the
Compliance Report is provided in the Corporate Governance section in
this Report. The Auditors Certificate on compliance with the
mandatory requirements of Corporate Governance is given in "Annexure
"A" to this Report."
AUDITORS
M/s. P. Murali & Co., Chartered Accountants, are appointed as Auditors
of the company in place of M/s. Mogli Sridhar & Co., Chartered
Accountants the retiring Auditors, who expressed their inability to
continue(s) as Auditors of the Company.
PERSONNEL
The relations between the management and the staff were very cordial
throughout this year. Your Directors take this opportunity to record
their appreciation for the Co-Operation and loyal services rendered by
the employees.
DEPOSITS
The company has not accepted any deposits during the year.
ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge with thanks the constructive
guidance and support extended by Banks and Government Agencies.
for and on behalf of the Board
for SECUNDERABAD HEALTH CARE LIMITED
PLACE: HYDERABAD (G. VASUDEVA REDDY) (B.DANIEL SOLOMON)
DATE: 26-8-2002 MANAGING DIRECTOR EXECUTIVE DIRECTOR
Mar 31, 2001
The Directors have pleasure in presenting the 10th Annual Report of the
company together with the Audited Accounts for the year ended 31st
March 2001.
OPERATIONS
The Hospital has emerged as a major referral center in Secunderabad.
However the increased competition had its impact on the operating
margins. During the year the hospital has consolidated its business
among the corporate sector.
The continued litigation with the landlord of the Hospital building had
a adverse impact on the image and performance of the hospital, which in
turn is reflecting on the performance of the company. The matters are
still being pursued in the respective legal forums.
FINANCIAL RESULTS
31.03.2001 31.03.2000
(Rs. in Lakhs)
Turnover 431.02 389.31
Profit (+)/Loss (-) 5.82 5.78
Balance Brought Forward 5.33 5.11
Balance Carried Forward 33.15 27.83
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT,
1956
(a) Conservation of Energy :
The company is monitoring the consumption of energy and is identifying
measures for conservation of energy.
(b) (i) Technology Absorption, adaptation and innovation:- No
technology either indigenous or Foreign is involved.
(ii) Research and Development (R & D): No research and Development has
been carried out.
(b) Foreign exchange earnings : NIL
Foreign exchange out go: NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors are to report that no employee was in receipt of remuneration
of Rs. 12,00,000/- or more per annum or Rs. 1,00,000/- or more per
month where employed for a part of the year.
DIRECTORS
Mr. L.Jagan Mohan Reddy was coopted as Additional Director during the
year to hold the office at the ensuing Annual General Meeting. Notices
pursuant to Section 260 of the Companies Act, 1956, has been received
from the members signifying intention propose the appointment of Mr.
L.Jagan Mohan Reddy as Director of the company.
Sri.Aravind Kumar Lingala and Sri. N.Prakash Rao retire by rotation at
the ensuing Annual General Meeting and being eligible offer themself
for re-appointment.
During the year Dr.P.Madan Mohan Rao and Dr.Surendra Ugale resigned as
Directors. The Board takes this opportunity to thank them for their
valuable contribution.
DIRECTORS RESPONSIBILITY STATEMENT
i) that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the Directors had 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 or Loss of the company for that period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) the Directors had prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE - CLAUSE 49 OF THE LISTING AGREEMENT
Your Company is committed to achieving the best standards of corporate
governance. To achieve this, your company is striving to adopt best
practices in corporate governance. Your company is taking necessary
steps to implement and comply with the recommendations of the code of
Corporate Governance. As a part of this, your company has constituted
an Audit Committee consists of a) Sri. R.Dasaratha Rami Reddy, Chairman
b) Sri.G.Venkata Krishna Prasad and c) Sri.L.Jagan Mohan Reddy. Clause
49 of the listing agreement is effective for the company within the
financial year 2001-2002. Hence the present Annual Report for 2000-2001
does not contain a detailed section on the code of Corporate
Governance.
AUDITORS
M/s. MOGILI SRIDHAR & CO., Chartered Accountants, the present Auditors
of the Company hold office until the conclusion of this Annual General
Meeting of the Company. They have indicated their availability for
re-appointment pursuant to Section 224(1B) of the Companies Act, 1956.
PERSONNEL
The relations between the management and the staff were very cordial
throughout this year. Your Directors take this opportunity to record
their appreciation for the Co-Operation and loyal services rendered by
the employees.
DEPOSITS
The company has not accepted any deposits during the year.
ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge with thanks the constructive
guidance and support extended by Banks and Government Agencies.
for and on behalf of the Board
for SECUNDERABAD HEALTH CARE LIMITED
(G.VASUDEVA REDDY) (B.DANIEL SOLOMON)
MANAGING DIRECTOR EXECUTIVE DIRECTOR
PLACE: HYDERABAD
DATE : 31-05-2001
Mar 31, 2000
The Directors have pleasure in presenting the NINTH Annual Report of
the company together with the Audited Accounts for the year ended 31st
March, 2000.
FINANCIAL RESULTS
(Rs. in Lakhs)
YEAR ENDED YEAR ENDED
31-03-2000 31-03-1999
Total Income 389.37 342.91
Profit before Tax 5.71 5.81
Profit after Tax 5.11 4.64
Reserves & Surplus 27.83 32.83
OPERATIONS
During the year the hospital has achieved the near full occupancy.
However the hospital has to get value based cases rather than volumes
which is the current trend. The Company could have improved its
performance by installing additional Hitech equipment like CT Scan
etc., which could not be done due to constraints of Space. Inspite of
this constraints the hospital is able to provide highly motivated and
skilled service to the needy at affordable costs.
The continuous legal problems with Landlord is adversely affecting the
image of the hospital, which inturn reflecting on the cash flows of the
company. The Company is pursing the same at higher legal forums.
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)/(e) OF THE COMPANIES ACT,
1956
(a) Conservation of Energy :
The Company is monitoring the consumption of energy and is identifying
measures for conservation of energy.
(b) (i) Research and Development (R & D) : No research and Development
has been carried out.
(ii) Technology Absorption, adaptation and innovation :- No technology
either indigenous or Foreign is involved.
(c) Foreign exchange earnings and out go : NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors are to report that no employee was in receipt of remuneration
of Rs. 6,00,000/- or more per annum of Rs. 50,000/- or more per month
if employed for a part of the year.
DIRECTORS
Sri. R.Dasaradha Rami Reddy, Sri.N.Ramana Rao and Sri.G.Venkata Krishna
Prasad retire by rotation and being eligible offered themselves for
reappointment.
During the year Dr.A.Venkata Ratnam resigned as Director. The Board
takes this opportunity to thank him for his valuable contribution.
During the year APIDC withdrew the nomination of Dr.A.P.Ranga Rao and
in his place Sri.T.A.Choudary is appointed as Nominee Director. The
Board takes this opportunity to thank Dr.A.P.Ranga Rao for his valuable
contribution
AUDITORS
M/s.MOGILI SRIDHAR & CO., Chartered Accountants, retiring auditors of
the Company being eligible offer themselves for reappointment as
auditors of the Company. They have furnished a certificate of their
eligibility u/s 224(1B) of the Companies Act, 1956. The members are
requested to reappoint the auditors and authorise the Board of
Directors of the Company to fix their remuneration.
PERSONNEL
The relations between the management and the staff were very cordial
throughout this year. The Directors take this opportunity to record
their appreciation of the Co-Operation and loyal services rendered by
the employees.
DEPOSITS
The Company has not accepted and deposits during the year.
Mar 31, 1999
The Directors have pleasure in presenting the EIGHTH Annual Report of
the company together with the Audited Accounts for the year ended 31st
March, 1999.
FINANCIAL RESULTS
(Rs in lakhs)
YEAR ENDED YEAR ENDED
31-03-1999 31-03-1998
Total Income 342.91 298.02
Profit before Tax 5.19 2.09
Profit after Tax 4.64 1.87
Reserves & Surplus 32.83 28.19
OPERATIONS
The Hospital is emerged as a major Medical Centre of the Secunderabad.
The Hospital has sustained its image as a Major referal Centre of the
Secunderabad area for all Medical, Surgical and Neo-natal cases. The
year also saw the consolidation of various medical facilities along
with supporting areas. During the year the Hospital found the
confidence of the CGHS beneficiaries residing in the Secunderabad area
along with many major Public Sector as well Private Sector companies
who formed the major segment of the hospital patrons.
The continued litigation with Land Lord of the Hospital building has
adverserly affected the performance of the Hospital, which inturn had
its impact on the financial performance/results of the company. The
matters are still being pursued in the respective legal forums.
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT,
1956
(a) Conservation of Energy :
The company is monitoring the consumption of energy and is identifying
measures for conservation of energy.
(b) (i) Research and Development (R & D) : No research and Development
has been carried out.
(ii) Technology Absorption, adaptation and innovation :- No technology
either indigenous or Foreign is involved.
(c) Foreign exchange earnings and out go : NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors are to report that no employee was in receipt of remuneration
of Rs.6,00,000/- or more per annum or Rs.50,000/- or more per month if
employed for a part of the year.
Y2K COMPLIANCE
The Company has engaged the services of the consultants wherever
necessary to comply with the Y2K issue, by the end of October 1999.
DIRECTORS
Sri Aravind Kumar Lingala, Sri N. Prakash Rao and Sri Rajendra Macha
retire by rotation and being eligible offer themselves for
reappointment.
AUDITORS
M/s. MOGILI SRIDHAR & CO., Chartered Accountants, retiring auditors of
the Company being eligible offer themselves for reappointment as
auditors of the Company. They have furnished a certificate of their
eligibility u/s 224 (1B) of the Companies Act, 1956. The members are
requested to reappoint the auditors and authorise the Board of
Directors of the Company to fix their remuneration.
PERSONNEL
The relations between the management and the staff were very cordial
throughout this year. The Directors take this opportunity to record
their appreciation for the Co-Operation and loyal services rendered by
the employees.
DEPOSITS
The company has not accepted any deposits during the year.
Mar 31, 1998
The Directors have pleasure in presenting the SEVENTH Annual Report of
the Company together with the Audited Accounts for the year ended 31st
March, 1998.
FINANCIAL RESULTS
(Rs in lakhs)
year ended year ended
31-03-1998 31-03-1997
Total Income 298.02 255.13
Profit before Tax 2.09 2.65
Profit after Tax 1.87 2.31
Reserves & Surplus 28.19 26.32
OPERATIONS
The Hospital is emerging as a major referral centre for the Secunderabad area for all Medical, Surgical and Neo-natal facilities. The growth during the year after adding the general wards is satisfactory. Inspite of the resource crunch the Hospital was able to provide best of the available Medical care to the needy. During the year, the Hospital has invested in the Cardiology and Acute Medical Care areas, by which the hospital is able to retain patients, who were earlier being referred to other super speciality hospital. During the year the Hospital has been recognised by M/s. BDL & MIDHANI to treat their patients in addition to the existing accredition.
The inability of the landlord to complete the construction has
drastically affected not only the working of the Hospital but also the
image of the Hospital which in turn is reflecting on the performance of
the company. The company and also the land lord have approached legal
authorities for settlement of respective grieviences.
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(E) OF THE COMPANIES ACT,
1956
(a) Conservation of Energy
The company is monitoring the consumption of energy and is identifying
measures for conservation of energy.
(b) (i) Research and Development (R & D) : No Research and Development
has been carried out.
(ii) Technology absorption, adaptation and innovation :
No technology either indigenous or foreign is involved.
(c) Foreign exchange earnings and out go : NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the companies (Particulars of Employees) Rules 1975, the
directors are to report that no employee was in receipt of remuneration
of Rs. 3,00,000/- or more per annum or Rs. 25,000/- or more per month
if employed for a part of the year.
DIRECTORS
Dr. P. Madan Mohan Rao and Dr. Surendra Ugale retire by rotation and
being eligible offer themselves for reappointment.
AUDITORS
M/s. MOGILI SRIDHAR & CO., Chartered Accountants, retiring auditors of
the Company being eligible offer themselves for reappointment as
auditors of the Company. They have furnished a certificate of their
eligibility u/s 224(1 B) of the Companies Act, 1956. The members are
requested to reappoint the auditors and authorise the Board of
Directors of the Company to fix their remuneration.
PERSONNEL
The relations between the management and the staff were very cordial
throughout this year. The Directors take this opportunity to record
their appreciation for the co-operation and loyal services rendered by
the employees.
DEPOSITS
The Company has not accepted any deposits during the year.
Mar 31, 1997
The Directors have great pleasure in presenting the SIXTH Annual Report
of the company together with the Audited Accounts for the year ended
31st March, 11997.
OPERATIONS.
During the year the Hospital has made a steady progress and established
itself as the place for all medical emergences.
The Hospital has established one of the best Neo-natal Unit in the Twin
Cities. Today it has become a referal centre for majority of the
maternity homes to treat pre-mature babies and other neo-natal
problems. The Hospital also made its present felt in the areas like
Cardiology, Orthopedics, Neuro Surgery etc. The Diagnostics and
Laboratory services also established itself for quality among the
refering doctors and institutions. During the year the Hospital has
received some more accreditions from institutions to treat their
employees and their family members.
The delay in the completion of the building is causing avoidable
irritence which is reflecting on the image of the hospital. This in
turn effecting the business development and which expansion of the
hospital, which in turn is reflecting on the balance sheet of the
company.
INFORMATION PURSUANT TO CLAUSE 43 OF THE LISTING AGREEMENT
Rs.in lakhs
PARTICULARS ACTUALS PROJECTIONS
NET INCOME 255.13 401.29
TOTAL EXPENDITURE 200.71 264.55
INTEREST 28.40 21.28
GROSS PROFIT AFTER
INTEREST BEFORE
DEPRECIATION & TAX 26.02 115.46
DEPRECIATION 23.37 33.75
PROVISION FOR TAX 0.34 ---
NET PROFIT 2.31 81.71
PAID UP EQUITY SHARE CAPITAL 355.96 355.96
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT.
1956
(a) Conservation of Energy:
The company is monitoring the consumption of energy and is identifying
measures for conservation of energy.
(b) (i) Research and Development (R & D): No research and Development
has been carried out.
(ii) Technology Absorption, adaptation and innovation: No technology
either indigenous or Foreign is involved.
(c) Foreign exchange earnings and out go: NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors are to report that no employee was in receipt of remuneration
of Rs.3,00,000/- or more per annum or Rs.25,000/- or more per month if
employed for a part of the year.
Sri Aravind Kumar Lingala and Sri. N.Prakash Rao retire by rotation and
being eligible offer themselves for reappointment.
AUDITORS
M/s.MOGILI SRIDHAR & CO., Chartered Accountants, retiring auditors of
the Company being eligible offer themselves for reappointment as
auditors of the Company. They have furnished a certificate of their
eligibility u/s224(1B) of the Companies Act, 1956. The members are requested to re-appoint the auditors and authorise the Board of Directors of the Company to fix their remuneration.
PERSONNEL
The relations between the management and the staff were very cordial
throughout this year. The Directors take this opportunity to record
their appreciation for the Co-operation and loyal services rendered by
the employees
DEPOSITS
The company has not accepted any deposits during the year.
ACKNOWLEDGEMENTS
The Directors gratefully acknowledge with thanks the constructive
guidance and support extended by APIDC, State Bank of Hyderabad and
other Government Agencies.
Mar 31, 1995
To
The Members of
SECUNDERABAD HEALTH CARE LIMITED
The Directors have great pleasure in presenting the Fourth
Annual Report of the company together with the Audited
Accounts for the period ended 31st March, 1995.
FINANCIAL RESULTS
(Rs. in lakhs)
---------------------------------------------------------
YEAR ENDED YEAR ENDED
31-03-1995 31-03-1994
---------------------------------------------------------
Total Income 125.11 18.51
Profit after Tax 11.05 2.46
Balance brought forward 2.46 --
Balance carried forward 13.51 2.46
---------------------------------------------------------
OPERATIONS
Within a short span the hospital has carved a name for its
personalised medical care.
Organisations like Global Trust Bank, Asian Paints and
Satyam Computers have entrusted us all their Pre-employment
check-ups, besides making available the medical services to
their employees. We are also recognised to conduct Annual
Medical Checkup to Employees of NRSA, Employees of Tata
Consulting Engineers and all the employees of Rane Linings
Ltd.
The hospital has been recognised by various public sectors
and corporate bodies to treat their employees and their
families. The list includes HMT Ltd., NRSA, IDL Chemicals,
Hindustan Petroleum Corporation Ltd., Global Trust Bank
Ltd., MECL etc. Recently the hospital has been recognised
by the Chief Commissioner of Income Tax, by which many more
PSU and corporate bodies are ready to give accreditation to
NEWCITI. Presently the hospital is equipped to undertake
all medical & surgical emergencies specialising in Neonatal
care, supported by 8 bed ICCU, 8 bed AMC, Major operating
theatres, 24 hours laboratory and Diagnostics services, and
life supporting services like ventilators and Oxygen
monitors.
It is expected that the project will be completed in all
respects within another three months. However, all
arrangements were made to give total patient care by having
a tie-up with near by medical Institutions.
PUBLIC ISSUE
During April, 1994 the Company went to Public with an Issue
of Rs. 235.80 lakhs (23,58,000 Equity Shares of Rs.10/-
each for cash at par). The shares were allotted on
20-06-1994.
INFORMATION PURSUANT TO CLAUSE 43 OF THE LISTING AGREEMENT
(Rs. in lakhs)
-----------------------------------------------------------
Particulars Actuals Projected
-----------------------------------------------------------
Net Income 125.11 301.60
Total Expenditure 104.51 176.81
Interest 6.16 22.06
Gross Profit after
Interest before
Depreciation & Tax 14.44 102.73
Depreciation 3.38 33.75
Provision for Tax ----- ------
Net Profit 11.06 68.98
Paid up Equity share
Capital 282.56 375.55
Reserves excluding
Revaluation reserves 13.51 68.98
-----------------------------------------------------------
The implementation of the project was delayed due to delay
in release of funds from Institutions and delay in the
collection of call money.
ADDITIONAL INFORMATION AS REQUIRED U/S 217(1))(e) OF THE
COMPANIES ACT, 1956
(a) Conservation of Energy : The company is monitoring the
consumption of energy and is identifying measures for
conservation of energy.
(b) (i) Research and Development (R & D) : No research and Development has been carried out.
(ii) Technology Absorption, adaptation : No technology either indigenous or
and innovation Foreign is involved.
(C) Foreign exchange earnings and out go : NIL
PARTICULARS OF EMPLOYEES :
In pursuance of the provisions of section 217-2A of the
Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules 1975, the Directors are to report that no
employee was in receipt of remuneration of Rs. 3,00,000/-
or more per annum or Rs. 25,000/- or more per month where
employed for a part of the year.
DIRECTORS
During the year Sri Ashok sen resigned as Director. Sri
Rajender Macha was co-opted as an Additional Director.
Pursuant to Section 260 of the Companies Act, 1956 he
ceases to be a director at the ensuing Annual General
Meeting. A notice has been received from a member proposing
his candidature for appointment as Director. Sri. Nomula
Prakash Rao is appointed as an alternate Director to
Sri. Rajender Macha.
Sri Bandugula Daniel Solomon and Sri Arvind Kumar Lingala
retire by rotation and being eligible offer themselves for
reappointment.
AUDITORS
M/s. MOGILI SRIDHAR & CO., Chartered Accountants, retiring
auditors of the Company being eligible offer themselves for
reappointment as auditors of the Company. They have
furnished a certificate of their eligibility u/s 224(1B) of
the Companies Act, 1956. The members are requested to
reappoint the auditors and authorise the Board of Directors
of the Company to fix their remuneration.
PERSONNEL
The relations between the management and staff were very
cordial throughout this year. Your Directors take this
opportunity to record their appreciation for the
Co-Operation and loyal services rendered by the employees.
DEPOSITS
The company has not accepted any deposits during the year.
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