Dear Shareholders,
The Board of Directors hereby Annual Report on the business and operations of your Company along with the Audited Financial Statements, for the financial year ended March 31, 2024.
BUSINESS OVERVIEW
Incorporated in 2014 Aatmaj Healthcare Limited (The Company) is a rapidly growing organization aiming to establish itself as a leading healthcare provider, utilizing modern medicinal practices and advanced infrastructure for medical and surgical care solutions.
The Company is committed to elevating healthcare quality. They have established committees, employed extensively trained medical practitioners, and excelled in delivering top-tier healthcare services while effectively managing health emergencies. Additionally, they collaborate with partner organizations to offer affordable healthcare check-up options for employees, ensuring access to quality care for all.
This organization is integral to India's Ayushman Bharat-Pradhan Mantri Jan Arogya Yojana, striving for universal health coverage.
Furthermore, the hospital's dedication to public health was evident as it treated over 1,000 IPD and 3,000 OPD COVID-19 patients.
FINANCIAL PERFORMANCE
The financial performance of the Company is summarized as below:
During the financial year 2023-24 the revenue from operation stood at Rs. 1573.81 Lacs as compared to Rs. 2716.26 Lacs during the previous financial year 2022-23. The other income of the Company stood at Rs. 84.68 Lacs in the financial year 2023-24 as compared to Rs. 2.64 Lacs in previous financial year 2022-23.
Further, during the financial year 2023-24 the total expenses have decreased to Rs. 1524.22 lacs from Rs. 1891.54 lacs in the previous financial year 2022-23. The Net Profit for the financial year 2023-24 stood at Rs. 88.08 Lacs in comparison to profit of Rs. 590.65 Lacs in previous year 2022-23.
DIVIDEND
The Board of Directors of the Company, in its Meeting held on May 25, 2024 recommended a dividend of Rs. 0.05/- (Five Paisa Only) per Equity Shares of Rs. 5 /- each., subject to the approval of shareholders at the forthcoming Annual General Meeting. The dividend, when approved, will entail payment to shareholders of 11.30 lacs. It will be tax free income in the hands of recipients till the amount of dividend does not exceed Rs. 5,000/-.
TRANSFER TO GENERAL RESERVE
The Directors do not propose to transfer any amount to the Reserves. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.
TRANSFER OF UNPAID / UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was no unpaid/unclaimed dividend. Hence, no amount is required to be transferred to Investor Education and Protection Fund.
CHANGE IN NATURE OF BUSINESS
During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.
INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES
The Board of Directors had, in its meeting held on January 23, 2023, approved to create, offer, issue and allot not exceeding 64,00,000 equity shares via Initial Public Offer of face value of Rs. 5/- each fully paid for cash at a price of Rs. 60 per equity share aggregating Rs. 38,40,00,000.
The Company applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing its equity shares on the Emerge Platform of the nSe. The National Stock Exchange of India Limited has vide its letter dated June 1, 2023 granted it's In-Principle Approval to the Company. The Company filed Prospectus to the Registrar of the Company, Ahmedabad on June 13, 2023.
The Public Issue was opened on Monday, June 19, 2023 and closed on Wednesday, June 21, 2023. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the NSE on June 26, 2023.
The Company applied for listing of its total equity shares to NSE and NSE has granted its approval vide its letter dated June 28, 2023.
The trading of equity shares of the Company commenced on June 30, 2023 at Emerge Platform of NSE.
The Company confirms that the annual listing fees to the stock exchange for the Financial Year 23-24 and 24-25 have been paid, respectively.
ISSUED, SUBSCRIBED & PAID-UP CAPITAL AND ALLOTMENTS
Pursuant to the Initial Public Offer of Equity Shares as approved by the Members of the Company via resolution dated January 23, 2023, the Board of Directors, in their meeting held on June 26, 2023, has allotted total 64,00,000 (Sixty-Four Lacs) Equity Shares Rs. 5 /- (Rupees five) each at price of Rs. 60/- (Rupees Sixty) per Equity Share to the successful allottees. The Company's paid- up capital stood at Rs. 11,30,00,000 (Rupees Eleven Crores Thirty Lacs) divided into 2,26,00,000 (Two Crores Twenty-Six Lacs) Equity Shares of Rs. 5/- (Rupees Five) each fully paid-up.
SUBSIDIARY, ASSOCIATES AND JOINT VENTURE OF THE COMPANY
During the financial year under review, the Company had no joint venture / associate / subsidiary Company. The Company is a standalone company.
LISTING INFORMATION
The equity shares of your Company are listed on the following stock exchange(s):
MATERIAL ACQUISITIONS / AMALGAMATIONS / MERGERS/ REVALUATION OF ASSET / DISINVESTMENT OF BUSINESS / SET-UP OF NEW UNDERTAKINGS, ETC
During the year under review, the Board has neither made any acquisitions nor did any amalgamations or made any disinvestment of business or undertaking.
However, the Company has set-up a new Unit of 150 beds Multi Speciality Hospital in the name of JTP Sardar Patel Hospitals at Ratlam Indore Highway / Mahu Nimach Road, Opp. Pitgara Rest House, Badnawar, Dist Dhar - 454660, Madhya Pradesh and it is operational in the name of Unit of Aatmaj Healthcare Limited, effective from November, 2023.
Further, during the year under review, the Company has acquired a management of 50 beds Multi Speciality Hospital unit namely, Jambusar General Hospital located at Tankari Bhagol, B/h. Axis Bank, Kavi Road, Jambusar, Dist Bharuch - 392150, Gujarat and it is now operational in the name of Unit of Aatmaj Healthcare Limited, effective from November, 2023.
DEMATERIALIZATION OF SHARES
The Company has entered into Tripartite Agreement with the depositories, National Securities Depository Limited and Central Depository Service (India) Limited for providing Demat facility to its Shareholders. For the purpose the Company has appointed M/s. Link Intime India Private Limited as its registrar and Share Transfer Agent. Further, all the outstanding shares of the Company as on March 31, 2024 are in dematerialized form.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:
Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors during the financial year 2023-24.
None of the Directors is disqualified as on March 31, 2024 from being appointed as a Director under Section 164 of the Companies Act, 2013.
(I) Constitutions of Board
As on the date of this report, the Board comprises of the following Directors:
1 Committee includes Audit Committee, and Shareholders' Relationship Committee across all Public Companies including our Company.
2 excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.
The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.
(II) Composition of Key Managerial Personnel (KMP)
During financial year 2023-24, in accordance with Section 203 of the Companies Act, 2013, the Company has Dr. Tushar K Suvagiya who is acting as Managing Director, Mrs. Jignasa K Suvagiya as Whole-Time Director and Mr. Pratik Gandhi as Chief Financial Officer of the Company.
The Company has appointed Ms. Poorvi Gattani as a Company Secretary and Compliance Officer of the Company w.e.f. April 01, 2024.
(III) Appointment/Cessation of Directors/ KMP during the Year
None of the Directors have resigned from the Office during the year under review.
Ms. Radhika Hissaria tendered her resignation from the post of Company secretary and Compliance Officer of the Company has resigned from the office w.e.f. August 29, 2023.
(IV) Retirement by rotation
Mr. Ravi A Apte (DIN: 07171123), director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.
Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.
The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/appointment as Director are also provided in Notes to the Notice convening the 10th Annual General meeting.
(V) Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.
(VI) Declaration by the independent directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Act.
All the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. Further, In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
A separate meeting of Independent Directors was held on August 29, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairman of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
BOARD MEETINGS
The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 6 (Six) times as on 30th June, 2023, 29th July, 2023, 29th August, 2023, 8th November, 2023, 11th December, 2023 and 29th March, 2024.
The details of attendance of each Director at the Board Meetings are given below:
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Act.
GENERAL MEETINGS
During the year under review, the following General Meetings were held, the details of which are given as under:
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.
[i] Audit Committee
The Board has constituted Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013. During the year under review, Audit Committee met 3 (Three) times viz. on 29th July, 2023, 29th August, 2023 and 8th November, 2023.
The composition of the Committee and the details of meetings attended by its members are given below:
The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. The Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting. Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.
Audit Committee Policy
The Audit Committee Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.jupiterhospitalvadodara.com.
Whistle Blower and Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time.
The Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
The Whistle Blower Policy of the Company is available on the website of the Company at www.jupiterhospitalvadodara.com.
[ii] Stakeholders' Relationship Committee
The Company has constituted Stakeholder's Grievance & Relationship Committee mainly to focus on the redressal of Shareholders'/Investors' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants, etc.
During the year under review, Stakeholder's Relationship Committee met 3 (Three) times viz. on 29th July, 2023, 29th August, 2023 and 8th November, 2023.
During the year, the Company has received 2 Queries/complaints from the Shareholders and all the queries/complaints were resolved. There was no complaint pending to be resolved as on March 31, 2024.
Stakeholder's Relationship Policy
The Stakeholder's Relationship Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.jupiterhospitalvadodara.com.
[iii] Nomination and Remuneration Committee
The Company has constituted Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.
During the year under review, Nomination and Remuneration Committee met 1 (One) time viz. on August 29, 2023.
Nomination and Remuneration Policy
Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.
Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1 of each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.jupiterhospitalvadodara.com.
PERFORMANCE EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:
• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
• In addition, the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held on August 29, 2023 to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of Executive Directors and NonExecutive Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
[iv] Corporate Social Responsibility Committee
As per Section 135(9), where the CSR obligation of the company is less than 50 lacs then the constitution of the cSr Committee is not mandatory and the function of the CSR committee should be discharged by the Board of such company. However, as a measure of good corporate governance, the Company has adopted a CSR policy in line with the applicable provisions of the Act.
During the year under review, the Corporate Social Responsibility (CSR) Committee met 1 (One) time viz. on 29th August, 2023.
Corporate Social Responsibility Initiative
Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed policy on Corporate Social Responsibility.
As part of its initiatives under CSR, the Company has identified various projects/activities in accordance with Schedule VII of the Act.
The details of CSR activities undertaken during the financial year 2023-24, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as 'Annexure - A'and forms part of this report.
CHANGE IN REGISTERED OFFICE
During the year, there was no change in Registered Office place of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) 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 year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PUBLIC DEPOSITS
The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the relevant Provisions of Section 73 to 76 the Company Act, 2013 and the Rules made thereunder are not applicable.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Related Party Transactions entered into during the financial year were on an Arm's Length basis and in the Ordinary Course of Business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as 'Annexure- B' forms part of this Report.
The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report.
The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.jupierhospitalvadodara.com.
DISCLOSURE OF REMUNERATION
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an 'Annexure - C', forms part of this Report.
SUBSIDIARIES OF THE COMPANY
During the year under review, the Company does not have any Subsidiary/ies Company. ASSOCIATES AND JOINT VENTURE COMPANY
During the year under review, the Company does not have any Associate or Joint Venture Company.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company's operations in future.
MATERIAL CHANGES AND COMMITMENT
There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2024 to the date of this Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment, free from harassment of any nature, the Company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which the Company addresses complaints of sexual harassment at the all workplaces of the Company as per the Anti-Sexual Harassment Policy adopted by the Board of Directors.
The Company policy assures discretion and guarantees non-retaliation to complainants. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints. Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2023-24, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed of and nil complaints remained pending as of March 31, 2024.
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014:
Conservation of Energy:
In its endeavor towards conservation of energy, the Company ensures optimal use of energy, avoid wastages and conserve energy as far as possible.
i) The steps taken or impact on conservation of energy: The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible.
The day-to-day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.
ii) The steps taken by the Company for utilizing alternate sources of energy: The
Company has not taken any step for utilizing alternate sources of energy.
iii) The capital investment on energy conservation equipment: During the year under review, Company has not incurred any capital investment on energy conservation equipment.
A. Technology absorption -
i) The effort made towards technology absorption: The Company has not imported any technology and hence there is nothing to be reported here.
ii) The benefit derived like product improvement, cost reduction, product development or import substitution: None
iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -
a. The details of technology imported: None
b. The year of import: None
c. Whether the technology has been fully absorbed: None
d. If not fully absorbed, areas where absorption has not taken place, and the reasons t hereof: None
B. The expenditure incurred on Research and Development: NIL
C. Foreign Exchange Earnings & Expenditure: NIL
i) Details of Foreign Exchange Earnings:
ii) Details of Foreign Exchange Expenditure:
SECRETARIAL STANDARDS OF ICSI
Pursuant to provisions of section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs, wherever applicable.
RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and nonbusiness risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.
The Company has put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.
CORPORATE GOVERNANCE
The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant headings.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company for the year under review, Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as 'Annexure - D'.
AUDITORS & AUDITORS' REPORT
[i] Statutory Auditor and their report
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Bela Mehta and Associates, Chartered Accountants, Vadodara (FRN: 101073W), were the Statutory Auditors of the Company for the F.y 23-24 and continue to hold the position as such for the F.y 24-25.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force). The Auditors' Report for the Financial Year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. Further, the Auditors' Report are with unmodified opinion, self-explanatory does not call for any further comments from the Board of Directors.
M/s. Bela Mehta and Associates, Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their appointment is within the maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013 / relevant statute.
[ii] Secretarial Auditor and their Report:
Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. K Parikh and Associates, is appointed as a Secretarial Auditor of the Company for the Financial Year 2023-24. It is hereby confirmed that the Company has complied with the provisions of SS-1 i.e. Secretarial Standard on meetings of Board of Directors and SS-2, i.e. Secretarial Standards on General Meetings.
In compliance with the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 and Rules made thereunder and as amended from time to time, the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, and all other applicable provisions, if any, the Company has obtained a Secretarial Audit Report for the F.y 23-24 from M/s. K Parikh and Associates, Company Secretaries and is annexed herewith as "Annexure - E".
The reply of management against the observation/Remarks, if any, made by Secretarial Auditor in their Secretarial Audit Report are self-explanatory.
Further, the Company has also appointed M/s. K Parikh and Associates, Company Secretaries as a Secretarial Auditor of the Company for a further period of five years starting from F.y 202425 till F.y 28-29.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS
The Company believes that its human resources are one of the most crucial assets and critical enablers of the Company's growth. To that extent, the Company engages with its employees to hone their skill sets and equip them with knowledge and know-how. It is also deeply invested in establishing its brand name to attract and retain the best talent in the market.
During the period under review, employee relations continued to be healthy, cordial, and harmonious at all levels, and the Company aims to maintain such relations with the employees going forward as well.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the draft Annual Return for the Financial Year 2023-24 is available on the website of the Company at www.jupiterhospitalvadodara.com.
MAINTENANCE OF COST RECORD
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Accordingly, such accounts and records are not made and maintained by the Company.
WEBSITE
In compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.jupiterhospital vadodara.com containing information about the Company.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SEBI SCORES Portal and makes every effort to resolve all investor complaints received through SCORES portal or otherwise within the statutory time limit from the receipt of the complaint. The Company has received Nil complaint through the SCORES portal during financial year 2023-24.
GREEN INITIATIVE
In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories.
Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website www.iupiterhospitalvadodara.com.
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's shares.
The Insider Trading Policy of the Company covering the "Code of practices and procedures for Fair disclosures of unpublished price sensitive information" is available on the website www.iupiterhospitalvadodara.com.
STRUCTURED DIGITAL DATABASE ("SDD")
Maintenance of Structured Digital Database ("SDD") has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 ('PIT Regulations'). The Company Have Installed SDD Services. The Company regularly updates entries in this software and submitted report quarterly to stock exchanges under Regulation 3(5) & (6) of SEBI PIT Regulations.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the Financial Year 2023-24, there was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against the Company.
As on the date of this report, there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016.
GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and listing regulations, to the extent the transactions took place on those items during the year. Your directors' further 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;
(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme;
(iii) There is no revision in the Board Report or Financial Statement;
(iv) 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;
(v) Information on subsidiary, associate and joint venture companies.
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis and other parts of the report describing the Company's objectives, projections, estimates and expectations may be forwardlooking statements. Actual results may differ materially from those expressed or implied due to various risks and uncertainties. Important factors that could make a difference to the Company's operations include economic and political conditions in India and other countries, if any, in which the Company may operate. Other factors that may impact the Company's operations include volatility in interest rates, changes in government regulations and policies, tax laws, statutes, and other incidental factors.
ACKNOWLEDGEMENTS
Your directors' wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.
Your directors' also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.