Your Directors have pleasure in submitting their Thirty Fifth Annual Report on the business andoperations of your Company together with the Audited Financial Statements for the year ended 31stMarch, 2024.
1. FINANCIAL SUMMARY / HIGHLIGHTS
(Rs. in Lakhs)
For the vear er
ded on
2023-2024
2022-2023
Revenue from Operations & Other Income
2,383.00
2078.98
Profit before Interest, Depreciation & Tax
343.10
336.42
Less : Interest
94.69
118.12
Operating Profit
248.41
218.30
Less: Depreciation
148.04
139.02
Net Profit before Tax
100.37
79.28
Add/(Less): Tax Expense
Current Tax
15.99
-
Deferred Tax
4.64
(4.12)
Adjustment of taxes of earlier years
13.44
Net Profit After Tax
66.30
83.40
Add: Other Comprehensive Income
0.00
15.54
Less: Income Tax relating to Other Comprehensive Income
1.61
Add: Surplus brought forward from Previous Year
641.19
543.86
Surplus carried forward to Balance Sheet
707.49
Earnings Per Share (Basic & Diluted)
2.02
2.96
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The Company's Total Income i.e. Revenue from Operations and Other Income are Rs. 2,383.00Lakhs and the profit after tax (including Other Comprehensive Income) is Rs. 66.30 Lakhs duringthe current year.
Further your Company has been continuously making efforts to enhance the operations and alsotrying to hold its grip over upcoming opportunities in Medical & Health Industry.
3. DIVIDEND
Your Directors have considered it financially prudent in the long-term interests of the Companyto reinvest the profits into the business to build a strong reserve base and grow the business ofthe Company. Further, in view of marginal funds, the Board of Directors doesn't recommendedpayment of dividend for the year under review.
4. TRANSFER TO RESERVES
No amount has been transferred to General Reserve during the year. The company carriesreserves of Rs. 707.49 Lakhs under the head “Other Equity” at the end of the financial year 2023¬24.
5. SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIALPOSITION
There are no changes and commitments affecting the financial position of the company which haveoccurred between the date of Balance Sheet i.e. 31.03.2024 and the date of this report.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO
Details pertaining to Conservation of Energy and Technology Absorption as required underSection 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 are as follows: -
(A) Conservation of Energy: The operations of the company are not energy intensive. We regularlyevaluate and use new energy efficient technologies and make necessary investment in energysaving equipments to make our infrastructure more energy-efficient. The company iscontinuously striving to conserve the energy at its all levels.
(B) Technology Absorption: Your Company strives for latest technology for its processes and alsostrives to achieve full technology absorption.
There were no foreign exchange earnings and outgo during the financial year.
7. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Risk Management of the Company is overseen by the Board of Directors at various levelsand the policy of the Company on Risk Management is provided in this Annual Report inManagement Discussion and Analysis Report.
8. CORPORATE SOCIAL RESPONSIBILITIES (CSR)
The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules, 2014. The Company has not developedand implemented any Corporate Social Responsibility policy as the said provisions are notapplicable to the Company.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013
Details of loans, investments and guarantees covered under the provisions of Section 186 ofCompanies Act 2013 are given in the Notes forming part of Financial Statements.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on an arm'slength basis and were in the ordinary course of business (refer Notes forming part of FinancialStatements).
The details forming part of the Related Parties Transactions under Section 188(1) of theCompanies Act, 2013 during the year are provided in Notes forming part of Financial Statements.Further there were no contracts or arrangements entered with the Company's Promoters,Directors, Management or their relatives which could have had a potential conflict with theinterests of the company.
11. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE SECRETARIAL AUDITORSIN THEIR REPORTS
Observations of Statutory Auditors and Secretarial Auditors are self-explanatory and do not callfor any further comments.
i. Statutory Auditors:
During the year under review, there were no audit qualifications made by the Auditors in theirReport on the Company's financial statements. The Company continues to adopt best accountingpractices to ensure a regime of un-qualified financial statements.
ii. Secretarial Auditors:
Secretarial Audit is conducted according to the provisions of Section 204 of the Companies Act,2013 read with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014. There were no adverse comments, qualifications or reservations oradverse remarks in the Secretarial Audit Report.
The Secretarial Audit Report submitted by Secretarial Auditor is enclosed as a part of this reportas Annexure- A.
12. REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL(KMP)/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 Directorsand Key Managerial Personnel of the Company is furnished in Annexure B to this report.
13. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT ANDREMUNERATION
The remuneration policy of the company has been framed by the Nomination and RemunerationCommittee of the Company. The Company's Policy relating to appointment of Directors,payment of remuneration, Directors' qualifications, positive attributes, independence ofDirectors Etc. pursuant to Section 178(3) of the Companies Act, 2013 is as follows:
The Company considers human resources as its invaluable assets. The policy of the company onnomination and remuneration of Directors, Key Managerial Personnel (KMPs) and otheremployees has been formulated in terms of Section 178, Section 197 and other applicableprovisions of the Companies Act, 2013 and the listing agreement in order to pay equitableremuneration to the Directors, KMPs and employees of the Company and to harmonize theaspirations of human resources consistent with the goals of the Company.
Remuneration payable to Directors of the Company are as per the limits as contained in theprovisions of Section 197 read with Schedule V of the Companies Act, 2013.
The Remuneration Policy of the Company stipulates the criteria for determining qualifications,competencies, positive attributes and independence for appointment of a Director (Executive/Non-Executive) and provides the Board, information about the matters relating to theremuneration of the Directors, Key Managerial Personnel and other employees. This includes,reviewing and approving corporate goals and objectives relevant to the compensation of theDirectors, Key Managerial Personnel and other employees and evaluating the performance ofDirectors, Key Managerial Personnel and other employees in light of those goals and objectives.
The Remuneration Policy of the company stipulates that:
a) The composition of remuneration is such that it is reasonable and sufficient to attract, retain andmotivate the directors of the quality required to run the company successfully.
b) There is proper relationship between remuneration and performance.
c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves abalance between fixed and incentive pay reflecting short- and long-term performance objectiveappropriate to the working of the company and its goals.
14. EXTRACT OF ANNUAL RETURN
The Annual Return of the Company referred to in Section 92(3) of the Companies Act, 2013 hasbeen placed on the website of the Company www.jaipurhospital.co.in.
15. DETAILS OF BOARD MEETINGS CONDUCTED DURING THE YEAR
During the Financial Year 2023-24, 6 meetings of the Board of Directors were held as per Section173 of Companies Act, 2013 details of which are summarized below. The provisions ofCompanies Act, 2013 were adhered to while considering the time gap between two meetings.
Date of Meeting
30th May, 2023
10th August, 2023
04th September, 2023
18th September, 2023
06 th November, 2023
10th February, 2024
16. DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board herebysubmits its responsibility statement and confirms that: -
(a) In the preparation of the annual accounts for the year ended 31 51 March, 2024, the applicableIndian Accounting Standards had been followed along with proper explanation relating tomaterial departures;
(b) The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of the profit andloss of the company for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assetsof 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 thatare adequate and operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
17. SUBSIDIARIES AND JOINT VENTURES COMPANIES
The Company does not have any Subsidiary and Joint venture Companies.
18. DEPOSITS
The Company has neither accepted nor renewed any deposits covered under the provisions of section73 and Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)Rules, 2014 during the year.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The composition of Board is in accordance with the requirements set forth by Section 149 ofCompanies Act, 2013. The Directors possess experience in various fields that encompass Medicaland Health, Law, Banking, Accounting and Finance. The composition of Board of Directors consists of
Directors which is a perfect combination of Executive, Independent and Non Executive Directors. Thechanges in the constitution of Board / KMPs during the financial year and the status of Board ofDirectors/ KMPs as on 31.03.2024 are as follows:
Sr. No
Name
Designation
Category
Date ofappointment
Date ofCessation &Mode ofCessation
1.
Karan Sharma
Director
Non¬
Executive
01/04/2007
N.A.
2.
ShailendraKumar Sharma
Managing Director
16/11/1989
3.
Maya Sharma
18/09/2015
4.
Subhash ChandJain
Independent
18/09/2023
5.
Vimal KumarJoshi
Chief FinancialOfficer
14/08/2014
N.A
6.
Bhawana Sharma
Company Secretary
07/09/2022
7.
PushpendraPrasad Garg
Independent Director
04/09/2023
8.
Rajeev Kumar
Changes between 31.03.2024 & date of signing this report
Mr. Pawan Shorey
30/05/2024
Mr. SrikantVinayakraoBulakh
Smt. RadhikaSathe
None of the Directors of the Company is disqualified from being appointed as Directors.
20. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their declaration to the Board that they fulfill all therequirements as stipulated in Section 149(6) of the Companies Act, 2013.
21. AUDITORS: -
21.1 Statutory Auditors
M/s Gopal Sharma & Co., Chartered Accountants, Jaipur (Firm Registration No. 002803C) were appointedas Statutory Auditors of the Company in the 34th Annual General Meeting for a term of 5 years, i.e., tillthe conclusion of Annual General Meeting to be held for the financial year 2027-28.
The Auditor's Report for the financial year 2023-24 on the Financial Statements of the Company isattached as a part of this Annual Report.
M/s Gopal Sharma & Co., Chartered Accountants., have confirmed their eligibility and qualificationrequired under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rulesmade there under (including any statutory modification(s) or re-enactment(s) thereof for the time beingin force).
21.2 Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with rules made there under themaintenance of cost audit records is not applicable to the company.
21.3 Secretarial Auditors
The Company has appointed Secretarial Auditors to conduct the secretarial audit for the FinancialYear ended 31.03.2024 according to the provisions of section 204 of the Companies Act, 2013 readwith Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
22. COMMITTEES OF THE BOARD
Details of the Committees of the Board of Directors of the Company as on 06.09.2024 is as under:-
a) Audit Committee
The constitution of audit committee is in confirmation with the requirements of Section 177 of theCompanies Act, 2013. As on 06.09.2024, the Audit Committee of the Company consists of 6 Directors,out of which 4 Directors are Independent (Details of the same are summarized below). TheCommittee is chaired by CA Rajeev Kumar, an Independent Director. All the members of the auditcommittee are financially literate and are able to read and understand the financial statements.
Sr.
No.
Name of Members ofCommittee
Nature of Directorship
CA Rajeev Kumar
Chairman
Non-Executive Director
Member
Radhika Sathe
Dr Pushpendra PrasadGarg
Pawan Shorey
Srikant VinayakraoBulakh
b) Nomination & Remuneration Committee
The constitution of Nomination & Remuneration Committee is in confirmation with the requirementsof Section 178 of the Companies Act, 2013. As on 06.09.2024, the Nomination & RemunerationCommittee of the Company consists of 6 Directors, out of which 4 directors are Independent (Detailsof the same are summarized below). The Committee is chaired by CA Rajeev Kumar, an IndependentDirector.
The constitution of Stakeholders Relationship Committee is in confirmation with the requirements ofSection 178 of the Companies Act, 2013. As on 06.09.2024, the Stakeholders Relationship Committeeof the Company consists of 6 Directors (Details of the same are summarized below). The Committee ischaired by Dr. Karan Sharma, a Non-Executive Director.
The Share Transfer Committee has been constituted to oversee the matters related with transfer ofshares of the company so as to avoid delay in Share Transfer Process and to expeditiously resolve theissues related with share transfers. As on 06.09.2024, the Share Transfer Committee of the Companyconsists of 7 Directors (Details of the same are summarized below).
The Committee is chaired by Dr. Karan Sharma, a Non-Executive Director.
Shailendra Kumar Sharma
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 the Company hasestablished a vigil mechanism for directors and employees to report genuine concerns. The VigilMechanism provides adequate safeguards against victimization of employees and directors whoexpress their concerns.
The Mechanism provides direct access to the chairman of the Audit Committee. The Vigil MechanismPolicy has been uploaded on the website of the Company at www.jaipurhospital.co.in
a) BUY BACK OF SHARES
During the year under review Company has not dealt with buy back proposal.
b) SWEAT EQUITY
During the year under review the Company has not issued any Sweat Equity Shares.
c) BONUS SHARES
During the year under review no Bonus Shares were issued.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees during the year.
e) SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2024 was Rs. 3, 28, 38,000. During theyear under review, the Company has not issued shares with differential voting rights.
As required under Regulation 34 (1) (e) of SEBI (Listing Obligations and Disclosure Requirement)Regulations, 2015, Management Discussion and Analysis report is enclosed to this report.
The Company does not fulfill the criteria as specified under sub regulation (2) of regulation 15 ofChapter IV of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“TheRegulations, 2015”) with respect to applicability of Corporate Governance provisions mentioned inregulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and paras C, D and Eof Schedule V of the Regulations, 2015. Therefore, the Corporate Governance Report pursuant to subregulation (3) of regulation 34 and Schedule V of the Regulations, 2015 need not be attached to thisreport.
The performance of the Board of Directors and Committees of the company are evaluated on the basis
of fulfillment of short term and long-term objectives of the company. Besides this, other qualitativeand quantitative factors are also considered the basis of evaluation of the Board of Directors andCommittees.
28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The company has adequate Internal Financial Controls with reference to the Financial Statements.Details of the same are provided in Management Discussion and Analysis Report.
The Company has adequate system of internal control to safeguard and protect from loss,unauthorized use or disposition of its assets.
All the transactions are properly authorized, recorded and reported to the Management. TheCompany is following all the applicable Indian Accounting Standards for properly maintaining thebooks of accounts and reporting financial statements.
29. CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the company during the financial year.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact thegoing concern status of the Company and its future operations.
31. INDIAN ACCOUNTING STANDARDS
The Audited Financial Statements prepared by the Company, in accordance with the IndianAccounting Standards (Ind AS), are provided in the Annual Report of the Company.
32. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND(IEPF)
No amount is required to be transferred under the provisions of Section 125(2) of the Companies Act,2013 as there was no dividend declared and paid in last years.
33. INSIDER TRADING PREVENTION CODE
Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy forprohibition of Insider Trading in Equity Shares to preserve the confidentiality and to prevent misuseof unpublished price sensitive information. The Company Secretary has been designated as theCompliance Officer in this regard.
34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and has adopted apolicy on prevention, prohibition and redressal of sexual harassment at workplace in line with theprovisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 and the Rules made thereunder. As required under law, an Internal Complaints Committeehas been constituted for reporting and conducting inquiry into the complaints made by the victim onthe harassment at the work place.
The following is a summary of Sexual Harassment Complaints received and disposed off duringthe financial year 2023-24:
a. Number of Complaints pending at the beginning of the year: NIL
b. Number of Complaints of Sexual Harassment received during the year: NIL
c. Number of Complaints disposed off during the year: NA
d. Number of cases pending for more than ninety days: NIL
e. Number of workshops or awareness programme against Sexual Harassment carried out: Six
f. Nature of action taken by the Company: NA
g. Number of Complaints pending at the end of the year: NIL
35. DEMAT SUSPENSE/UNCLAIMED SUSPENSE ACCOUNT
The disclosure requirements with respect to Demat Suspense/Unclaimed Suspense Account are notapplicable to the Company as there are no shares in the Demat Suspense/Unclaimed SuspenseAccount.
36. COMPLIANCE OF SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of all applicableSecretarial Standards and that such systems are adequate and operating effectively.
The maintenance of cost records as specified by the Central Government under sub-section (1) ofsection 148 of the Companies Act, 2013 and maintenance of Accounts and records thereunder are notapplicable to the company.
38. DISCLOSURE PURSUANT TO SUB - SECTION (12) OF SECTION 143 OF THE COMPANIES ACT,2013 READ WITH SUB-RULE (4) OF RULE 13 OF THE COMPANIES (AUDIT AND AUDITORS)RULES, 2014
There have been no frauds reported by Statutory Auditors under sub-section (12) of section 143 ofthe Companies Act, 2013.
39. DISCLOSURE PURSUANT TO SECTION 204 & SUB - SECTION (12) OF SECTION 143 OF THECOMPANIES ACT, 2013 READ WITH SUB-RULE (5) OF RULE 13 OF THE COMPANIES (AUDITAND AUDITORS) RULES, 2014
There has been no fraud reported by Secretarial Auditors under section 204 of the Companies Act,2013.
The Company's shares are listed at BSE Limited.
The Board expresses their grateful thanks for the assistance and co-operation extended by PunjabNational Bank & other Banks, various departments of State & Central Government and otherAssociations.
Your Directors wish to convey their gratitude and appreciation to all employees of the Company fortheir valuable contribution during the year. They also wish to place on record their appreciation tothe Company's Customers, Investors, Shareholders, Bankers, Suppliers, Distributors and otherbusiness associates for their cooperation and support.
Last but not the least, Directors wish to place on records their deep sense of appreciation for thedevoted services of Consultant Doctors and entire Nursing & Para-medical Staff at all levels of theCompany for its growth.
Jaipur (Maya Sharma) (Shailendra Kumar Sharma)
September 06, 2024 DIRECTOR MANAGING DIRECTOR