An overview!
Dhanvantri Jeevan Rekha limited is a renowned hospital which has been pursuing the aim to deliver High-class patient care services in a comprehensive manner to every individual with an emphasis on quality, service excellence, empathy and respect. In all its endeavors, it continuously strives to upgrade its facility and equipment's to match world class standards and consistently investing to make available latest medical technologies. In addition to all general specialties, it has varied range of Super Specialty services i.e. Cardiology, Gastroenterology, Neurology, Urology and other diagnostic service.
Dear Members,
Your directors have pleasure in presenting their Thirty First Report along with the Audited Financial Statements of the Company for the year ending March 31, 2024
STANDALONE FINANCIAL RESULTS:
Highlights of Financial Results for the year are as under: (2 in lakhs except EPS)
OPERATIONS:
During the period under review, the Operating Income of the company has increased to Rs. 2046.19 Lakhs from Rs.1768.48 Lakhs during the Financial Year 2023-2024 as compared to the previous year, resulting into increase in operating income by 15.70%. The Company has earned profit of Rs 16.35 Lakhs as against the loss of Rs. 21.67 Lakhs in the immediately preceding year. Your directors” have the pleasure of informing you that the Company continues to be a Debt free company during the year under review.
ANNUAL RETURN:
Pursuant to the provision of section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rule,2014, the Annual Return of the Company is available on the website of the company at the link: https:// www.dhanvantrihospital.in
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration form all Independent Directors of the Company that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.
CORPORATE GOVERNANCE:
Your Company has a Paid-Up Share Capital of Rs. 409.84 Lakhs and the net worth of Rs. 947.38 Lakhs during the financial year ending 31.03.2024 Hence, Regulation 27(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is not applicable on the Company and your Company is not required to report on the Corporate Governance. However, your company has made every effort to comply with the provisions of the Corporate Governance and to see that the interest of the shareholders and the Company are properly served
EMPLOYEE STOCK OPTION SCHEME (ESOS):
During the year under review, the Company has not bought back any of its securities/ not issued any sweat equity shares / not provided any Stock Option Scheme to its employees / not issued any equity shares with differential rights.
MANAGEMENT DISCUSSION & ANALYSIS:
In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report, for the financial year under review, is presented in a separate section forming part of the Annual Report This report is also annexed herewith as “Annexure-B".
DIVIDEND& RESERVES:
Keeping in view the insufficient profits and capital expenses to be incurred by the Company, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2024. During the year under review your Company did not have any funds lying unpaid or unclaimed for a period of 7(seven) years. Therefore, there were no funds, which were required to be transferred to Investor Education Protection Fund (IEPF). Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 (‘Revised Rules'), the Company was not required to file any form with the Ministry of Corporate Affairs.
SHARE CAPITAL:
The paid-up equity share capital as on March 31, 2024 was Rs.409.84 Lakh. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options and sweat equity.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURES:
The Company does not have any Subsidiary, Associate or Joint Venture Company as at 31st March, 2024
MATERIAL CHANGES AND COMMITMENTS:
There has been no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which the financial statements relate and the date of the report. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) In the preparation of the annual accounts for the financial year ending 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) Such accounting policies as mentioned in notes to the annual financial statements have been selected 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, 2024 and profit of the Company for that period;
) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) Annual Financial Statements have been prepared on a going concern basis;
) Proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Composition of the Board during the year ended 31* March 2024 is as under:
-
Number of Board Meetings held during 2023-2024
During the year under review, Dr. Varinder Singh Phull, Director of the Company was not re-elected as Director at the Annual General Meeting held on 25.09.2023. None of the Directors of your Company are disqualified as per provisions of section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures as required under various provisions of the Companies Act, 2013.During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting/committee fees for attending Board/Committees Meetings of the Company. Pursuant to provisions of section 203 of the Companies Act, 2013, the key managerial personnel of the Company are Shalini Sharma, Managing Director, Mr. Bikram Singh, Chief Financial Officer and Mrs. Ritika Bhandari, Company Secretary and Compliance Officer of the Company. NUMBER OF MEETING OF THE BOARD: The meetings of the Board are scheduled at regular intervals to decide and discuss on the business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance to ensure proper planning and effective participation in meetings. During the period under review, 12 (Twelve only) Board Meeting were held and the gap between the two Meetings did not exceed the period prescribed under the Companies Act, 2013.Detailed information regarding the meetings of the Board and meetings of the Committees of the Board is included in the Report, PERFORMANCE EVALUATION OF THE BOARD: Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 and 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, evaluation of every Director's performance was carried out by the Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors, their comittees thereof and Chairman of the Company was carried out by the Independent Directors through a separate meeting of the Independent Directors held on 20.03.2024.
Further, Schedule IV of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 state that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of factors which includes Active participation, financial literacy, Contribution by Director, Positive inputs, Effective deployment, Knowledge & expertise, Integrity and maintenance of confidentiality and independence of behavior and judgement. In the Meeting of Independent Directors, performance of Non-Independent Directors, Board and Performance of the Chairman were evaluated. The performance evaluation of Independent Director was carried out by the entire Board. At the conclusion of the evaluation exercise, the members of the Board assessed that the board as a whole together with each of its committees was working effectively in performance of ts key functions.
NOMINATION & REMUNERATION POLICY:
In accordance with the provisions of Section 134 (3)(e) and 178 of the Companies Act, 2013, the Nomination and Remuneration Committee shall identify persons, who are qualified to become directors and who may be appointed as Senior Management, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance. The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. As per the provisions, the meeting of the committee shall be held at such regular intervals as may be required but shall meet at least once a year. The Meetings of the Nomination and Remuneration Committee has held on 10.05.2023, 20.03.2024 during the financial year 2023-2024. The Policy on Nomination & Remuneration as approved by the Board may be accessed on the Company's website www.dhanvantrihospital.in
INTERNAL FINANCIAL CONTROL:
The Company has put in place, an intemal financial control system, within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 to ensure the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operational information, compliance of various internal control and other regulatory/statutory compliances. All internal Audit findings and control systems are periodically reviewed by the Audit Committee, which provides strategic guidance on internal control During the year, such controls were tested and no reportable material weaknesses in the design or operation effectiveness were observed. Further, the testing of such controls was also carried out independently by the Internal Auditors for the financial year 2023-2024. In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company. The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report AUDITORS AND AUDITORS REPORT: Statutory Auditors
M/s Anuj Goyal & Co. Chartered Accountants (Registration No 80216) are the Statutory Auditor of the Company, who were appointed at the 29" Annual General Meeting of the Company held on 28" September 2022 for a period of five consecutive years, to hold office till the conclusion of the 34" Annual
General Meeting, at such remuneration as may be mutually agreed between the Board of Directors of the Company and Statutory Auditors. Statutory Auditor's Report There is no observation or qualification or adverse remark made in the Auditors' Report read together with relevant notes thereon. SECRETARIAL AUDITORS AND REPORT
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sumit Bist & Associates, (FRN.22707), Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2024.The Report of the Secretarial Audit is annexed herewith as Annexure-A. The qualification, reservations or adverse remarks, if any made by M/s. Sumit Bist & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company have been reported in their Secretarial Audit Report. Secretarial Auditor's Report The observation in Secretarial Audit Report is self-explanatory and therefore do ot call for any further explanation. COST AUDITORS
The company is not required to appoint cost auditor as per Section 148 of the Companies Act, 2013 COST RECORDS
The provisions of section 148(1) do not apply to the company; hence the Company is not required to maintain the cost records. RISK MANAGEMENT:
The Company has designed a risk management policy and framework for risk identification, assessment, mitigation plan development and monitoring of action to mitigate the risks. The key objective of the policy is to provide a formalized framework to enable judicious allocation of resources on the critical areas which can adversely impact the Company's ability to achieve its objectives. The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analyzing the latest trends in risk information available internally and externally and using the same to plan for risk management activities. The objective of Company's policy on risk is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The policy establishes a structured and disciplined approach to risk management and guides the decision making on risk related issues. Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to constitute a Risk Management Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and future operations of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder for Corporate Social Responsibility are not applicable to the Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the F.Y. 2024-2024, the Company has entered transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules framed thereunder and as per Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions in accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Board of Directors and the Audit Committee have approved all other related party transactions. Hence requirement of furnishing particulars of contracts or arrangements entered into by the Company with related parties referred in Section 188(1) of the Companies Act, 2013, in Form AOC-2 is annexure with the financials. There are no materially significant related party transactions, with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website www.dhanvantrihospitalin DISCLOSURES: Committees of the Board
During the year in accordance with the Companies Act, 2013 the Board re-constituted/re-named some of its committees and presently the Company has the following Committees: i. Audit Committee
The composition, functions and procedures of the Audit Committee are in conformity with the requirements of Section 177 of the Companies Act, 2013. The Audit Committee met 4 times in the year under review 29.05.2023 28.08.2023 27.12.2023 20.03.2024. During the year under review, the Board accepted all the recommendations made by the Audit Committee of the Board. ii. Nomination and Remuneration Committee
Mr. Ashok kumar Singh Chaudhary Independent Director
Chaimman
2
Mir. Premjit Singh Kashyap Director
Member
2 2
Mrs. Meenaakashi Elhence Director
Mr. Ajay Rajpal Independent Director
1
The Nomination and Remuneration Committee met two times during the Financial Year 2023-2024 on 10.05.2023 and 20.03.2024. iii. Stakeholders Relationship Committee
Mrs. Shalini Sharma Director
MIr. Premjt S. Kashyap Director
Nirs. Meenaakashi Elhence Director
,
The Stakeholders Relationship Committee met one time during the Financial Year 2023-2024 on 20.03.2024
VIGIL MECHANISM:
The Company has established a “Vigil Mechanism” for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company's code of conduct. To this effect the Board has adopted a “Whistle Blower Policy” which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for review. The details of such policy are available on the website of the Company During the year, there were no complaints received under the mechanism FORMAL ANNUAL EVALUATION: The new Board was not re-evaluated during the year. The Company has put in place a policy containing, inter alia, the criteria for performance evaluation of the Board, its committees and individual Directors (including independent directors).
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted or renewed any deposits from the public within the meaning of section 73 to 76 A of the Companies Act, 2013 read with Companies (Acceptance of Deposits), Rules, 2014
DISCLOSURE REQUIRED UNDER SECTION 134(3)(e) AND SECTION 178(3) OF THE COMPANIES ACT, 2013:
The Board has on the recommendation of the Nomination and Remuneration Comittee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors, Key Managerial Personnel and Senior Management. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee / Board of Directors.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows a) Conservation of Energy
b) Technology Absorption
(i) : the efforts made towards technology absorption
(i) : the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) : in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
?) Foreign Exchange Earnings and Outgo
The foreign exchange eamings and outgo are given below:
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the financial year 2023-2024 the company has neither made any investment nor given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. PERSONNEL RELATIONS: The Company considers human capital as a critical asset and success factor for smooth organizational work flow. Your directors hereby place on record their appreciation for the services rendered by the executives, staff and workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the employees and the management continued to remain cordial.
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 the remuneration of Directors, Key Managerial Personnel and employees are enclosed as “Annexure ‘C' forming part of the notes to accounts of financial statements.
LISTING ON STOCK EXCHANGE:
The company's securities are listed on The Bombay Stock Exchange, Mumbai. The company has paid the listing fee to the stock exchanges for the financial year 2024 and has complied with all the requirements of the listing Regulations.
DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act') and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment
The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. CAUTIONARY STATEMENT:
Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
‘CODE OF CONDUCT:
The Company has adopted the code of conduct for all Board members and Senior Management as required under Regulation 17 of the Listing Regulations. The Code is posted on the Company's website: www.dhanvantrihospitalin All Board members and Senior Management personnel have affirmed compliance with the Code on an annual basis and a declaration to this effect signed by Mrs. Shalini Sharma, Managing Director forms part of this Report.
CEO/CFO CERTIFICATION:
A certificate duly signed by CFO relating to financial statements and internal controls and internal control systems for financial reporting as per the
format provided in Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 was placed before the Board and
was taken on record. ACKNOWLEDGEMENTS:
Your directors place on records their gratitude to all Goverment agencies for the assistance, co-operation and encouragement they have extended to the Company. Your directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued cooperation, patronage and trust reposed in the Company. Your directors also greatly appreciate the commitment and dedication of all the employees at all levels, that has contributed to the growth and success of the Company. Your directors also thank all the strategic partners, business associates, Banks, financial institutions and our shareholders for their assistance, co-operation and encouragement to the Company during the year.