Directors Report of Chennai Meenakshi Multispeciality Hospital Ltd.

Mar 31, 2024

Your Directors are pleased to present the 34th Directors Report of your Company along with the
Audited Financial Statement for the financial year 2023-24.

FINANCIAL RESULTS	(Amount-
Particulars	Year Ended	Year Ended
	31st March,	31st March,
	2024	2023
Revenue from Operations	3820.34	3874.12
Other Income	47.16	35.27
Total Income	3867.50	3909.39
Profit/(Loss) before Depreciation, Tax & Financial Expenses	217.89	335.32
Interest	91.88	89.28
Depreciation	115.63	117.99
Profit/ (Loss) Before Tax	10.38	128.05
Less: Exceptional item	--	--
Tax Expenses:
a. Current Tax	10.04	39.00
b. Fringe Benefit Tax	--	--
c. Deferred Tax Liability	43.08	--
Other Comprehensive Income
Items that will not be reclassified to profit or loss	(2.9)	0.80
Income Tax relating to items that will not be reclassified to profit or loss	0.73	--
Profit/(Loss) for the year carried to Balance Sheet	(44.91)	89.85
Earnings per Share	(0.60)	1.19

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The total income of the Company for the financial year 2023-
compared to previous financial year 2022-

Lakhs. The profit before tax for the Financial Year 2023-2024 \sK. 10.38 Lakhs as against the profit
of 128.05 Lakhs in the previous year (excluding Other Comprehensive Income). The loss after
tax of the Company for the Financial Year 2023-

Tax of ?. 89.05 Lakhs in the previous year. The other comprehensive income for the Financial Year
2023-

of the Company performance during the financial year 2023-24 is given in Annexure-I to the
Directors Report -Management Discussion and Analysis Report.

Patients'' inflow was marginally reduced resulting in minor drop in the revenue. The Company''s
performance is expected to improve during the next financial year.

Mrs. Jayanthi Radhakrishnan, (DIN: 09025308) Director is liable to retire by rotation at the ensuing
34th Annual General Meeting and being eligible offers herself for re-appointment.

A brief profile of Mrs. Jayanthi Radhakrishnan (DIN: 09025308) as required under Regulation 36(3)
of the SEBI (LODR) Regulations, 2015 and justification for her appointment is enclosed as Annexure
to the Notice of the 34^th Annual General Meeting.

The Company has received declaration from all the Independent Directors that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013 read with the
Schedule and Rules issued thereunder. The Independent Directors of the Company have confirmed

with the

Indian Institute of Corporate Affairs (''MCA'') in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment & Qualification of Directors) Rules, 2014.

The Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of
the Companies Act, 2013 including changes made during the year is as mentioned below:

Name	Designation
Mrs. R. Gomathi	Managing Director
Dr. V. Krishnamurthy	Chief Executive Officer
Mr. Dambaru Dhar Jena	Chief Financial Officer
Mr. Deenadayalu. R	Company Secretary & Compliance Officer (till 6th March, 2024)
Mr. Bharatraj Panchal	Company Secretary & Compliance Officer (w.e.f. 7th March, 2024)

DIVIDEND:

The Company has reported Net Loss after Tax of K. (42.74) Lakhs in the Financial year 2023-24
accordingly your Board of Directors has not recommended any dividend for the financial year ended
31st March 2024.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND:

In compliance with the provisions of Section 124 of the Companies Act, 2013 and rules made
thereunder the Company had no unclaimed dividend to be transferred to Investor Education and
Protection Fund and there is no unclaimed dividend lying in the Company''s Unpaid Dividend
Account. In view of the above, the Company was not required to transfer any amount to Investor
Education and Protection Fund.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013:

For the financial year ended 31st March, 2024, the Company has not proposed to carry any amount
to General Reserve Account.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor has any subsidiary company, therefore, disclosure under
Section 197(14) of the Companies Act, 2013 is not applicable.

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF
REPORT:

There have been no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this financial statements relate
and the date of this report.

SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31, 2024 was 746.89 lakhs. The
Company has neither issued any shares with differential voting rights nor granted stock options or
sweat equity.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the business activities of the Company.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE: Pursuant to the provisions of the
Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI (LODR)
Regulations, 2015 and further circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5,
2017 issued by SEBI on "Guidance note on Board evaluation", evaluation process was carried out
internally for the performance of the Board, its Committees and Individual Directors. The
Independent Directors have reviewed the performance evaluation of Non-Independent Directors
and the Board as a whole. The Nomination and Remuneration Committee carried out evaluation of
performance of each Director. The Board of Directors carried out performance evaluation of the
Board, each Director and the Committees for the financial year ended 31^st March, 2024 based on
various aspects which inter-alia, included the level of participation in the Board Meetings,
understanding of their roles and responsibilities, business of the Company along with the
effectiveness of their contribution.

The board and the committees were evaluated on various criteria as stated below:

1. Composition of the Board and Committees.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the Board and Committees.

4. Effective Conduct of Board and Committee Meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks
and achieving the goals.

The Board also carried out the evaluation of Directors and Managing Director based on following
criteria:

1. Attendance at the meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board.

SUCCESSION PLANNING:

The Nomination and Remuneration Committee works with the Board on the succession plan and
prepares for the succession in case of any exigencies.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS, AUDIT COMMITTEE AND OTHER
COMMITTEES:

The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performances of the Company. The Board Meetings are pre-scheduled and a
tentative annual calendar of the Board meeting is circulated to the Directors well in advance to
facilitate the Directors to plan their schedules. The details of number of board meetings and other
committee meetings held during the Financial Year 2023-24 are as follows:

BOARD MEETINGS

Name	Date of Meeting 27.05.2023	Date of Meeting 12.08. 2023	Date of Meeting 09. 11.2023	Date of Meeting 24. 1 1.2023	Date of Meeting 09.01.2024	Date of Meeting 13.02.2024	Date of Meeting 06. 03.2024
R. Gomathi	Attended	Attended	Attended	Attended	Attended	Attended	Attended
Jayanthi Radhakrishnan	NA	NA	Attended	Attended	Attended	Attended	Attended
K. Meyyanathan	Attended	Attended	Attended	Attended	Attended	Attended	Attended
N. Rajkumar	Attended	Attended	Attended	Attended	Attended	Attended	Attended

AUDIT COMMITTEE MEETINGS

Name	Date of Meeting 27.05.2023	Date of Meeting 12.08. 2023	Date of Meeting 09. 11.2023	Date of Meeting 24. 1 1.2023	Date of Meeting 09.01.2024	Date of Meeting 13.02.2024	Date of Meeting 06. 03.2024
R. Gomathi	Attended	Attended	Attended	Attended	Attended	Attended	Attended
K. Meyyanathan	Attended	Attended	Attended	Attended	Attended	Attended	Attended
N. Rajkumar	Attended	Attended	Attended	Attended	Attended	Attended	Attended

NOMINATION AND REMUNERATION COMMITTEE MEETINGS

Name	Date of Meeting 27.05.2023	Date of Meeting 12.08.2023	Date of Meeting 1 3.02.2024	Date of Meeting 06.03.2024
R. Gomathi	Attended	Attended	Attended	Attended
K. Meyyanathan	Attended	Attended	Attended	Attended
N. Rajkumar	Attended	Attended	Attended	Attended
Jayanthi Radhakrishnan	Joined on 12.08.2023	Joined on 12.08.2023	Absent	Attended

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

Name	R. Gomathi	K. Meyyanathan	N. Rajkumar
Date of Meeting
21.04.2023	Attended	Attended	Atten ded
27.07.2023	Attended	Attended	Attended
07.08.2023	Attended	Attended	Attended
16.08.2023	Attended	Attended	Attended
28.08.2023	Attended	Attended	Attended
19.10.2023	Attended	Attended	Attended
23.11.2023	Attended	Attended	Attended
25.01.2024	Attended	Attended	Attended
15.02.2024	Attended	Attended	Attended
21.03.2024	Attended	Attended	Attended

COMPOSITION OF BOARD:

Mrs. R. Gomathi (DIN: 02900460) - Managing Director

Mrs. Jayanthi Radhakrishnan (DIN: 09025308) - Non- Executive Director (w.e.f. 12.08.2023)

Mr. K. Meyyanathan (DIN: 07845698) - Independent Director

Mr. N. Rajkumar (DIN: 00617000) - Independent Director

No. of Board Meetings: 7:

Date of Meeting:27.05.2023, 12.08.2023, 09.11.2023, 24.11.2023, 09.01.2024, 13.02.2024 and
06.03.2024

The interval between two Board Meetings was well within the maximum period mentioned under
section 173 of the Companies Act, 2013 and SEBI Listing (Disclosures and Obligations
Requirements) Regulations, 2015.

COMPOSITION OF COMMITTEES OF BOARD:

Name of the Committee	Composition of the Committee/ No of times the committee met	Highlights of duties, responsibilities & Activities
Audit Committee	Mr . K. M eyyan a t h an ( D I N : 07845698)	|=> The Aud it Committee was
	(Independent Director), Chairman of the	mandated with the same Terms of
	Committee.	Reference specified in SEBI (LODR) REGULATIONS, 2015.
	Mrs. R. Gomathi (DIN:02900460)	i=> The current Terms of
	(Managing Director), Member	Reference fully conform to the
	Mr.N.Rajkumar (DIN:00617000)	requirements of the Companies Act.
	(Director), Member	i=> The Audit committee is responsible for overseeing the
	Mr. R. Deenadayalu	Company''s financial reporting
	Secretary of the Committee	process, reviewing the
	(Company Secretary)	quarterly/ha lf-yea rly/annual
	(Till 6.3.2024)	financial statements, reviewing with the management the financial
	Mr. Bharatraj Panchal	statements and adequacy of internal
	Secretary of the Committee	audit function, recommending the
	(Company Secretary)	appointment/re-appointment of
	(w.e.f. 7.3.2024)	statutory auditors and fixation of audit fees, reviewing the significant internal audit findings/related party
	The Committee met seven times on	transactions, reviewing the
	27.05.2023,	Ma nagement D1 scussion and
	12.08.2023, 09.11.2023	Analysis of financial condition and
	24.11.2023, 09.01.2024	result of operations and also
	13.02.2024 and 06.03.2024	statutory compliance issues.

		i=> The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company. CEO/CFO CERTIFICATION by Dr. V. Krishnamurthy, Chief Executive Officer and Mr. Dambaru Dhar Jena, Chief Financial Officer as required under SEBI (LODR) REGULATIONS, 2015 was placed before the Board at its meeting held on 30th May, 2024.
Nomination &	Mr. N. Rajkumar (DIN:00617000)	=> To fix salary allowances and
Remuneration	(Independent Director), Chairman of the	other perks to senior level personnel
Committee	Committee. Mr. K. Meyyanathan (DIN:07845698)	as and when appointed by the Company.
	(Independent Director), Member	: The Remuneration Policy of the Company
	Mrs. R. Gomathi (DIN:02900460)	for the managerial personnel is
	(Managing Director), Member	based on the performance potential
	(Till 13.02.2024) Mrs. Jayanthi Radhakrishnan (DIN:09025308) (Non-Executive Director), Member (w.e.f. 13.02.2024) The Committee met four times on 27.05.2023, 12.08.2023, 13.02.2024 and 06.03.2024	and performance of the individual/personnel.
Stakeholders	Mr. K. Meyyanathan (DIN:07845698)	>=> The Members has attended to
Relationship	(Independent Director), Chairman of the	the investors'' complaints and
Committee	Committee.	redressed them within 15 days from the date of their receipt during the
	Mr. N. Rajkumar (DIN:00617000)	year 2023-2024. The Committee
	(Independent Director), Member	also approved share transfers/ transmission/ issue of duplicate
	Mrs. R. Gomathi (DIN:02900460) (Managing Director), Member The Committee met Ten times on 21.04.2023, 27.07.2023, 07.08.2023, 16.08.2023, 28.08.2023, 19.10.2023, 23.11.2023, 25.01.2024, 15.02.2024 and 21.03.2024	shares, etc.

DECLARATION OF INDEPENDENCE AND MEETING OF INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Company
and placed at the Board Meeting of the Company.

A separate meeting of Independent Directors was held on 13^th February, 2024.

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy
which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel
and Senior Management cfthe Company. The policy also lays down the criteria for selection and
appointment of Board Members. The Remuneration Policy is available on the website of the
company. The salient features of the policy are given below:

Nomination & remuneration Policy:

In accordance with the Nomination and Remuneration Policy, the Nomination and

Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee shall formulate the criteria for determining qualifications, positive
attributes and independence of a director.

2. The Committee shall identify persons who are qualified to become Director and persons
who may be appointed in Key Managerial and Senior Management positions in accordance
with the criteria laid down i n this policy.

3. Recommend to the Board, appointment and removal of Director, KMP and Senior
Management Personnel.

4. The Board shall carry out evaluation of performance of every Director, Managerial Person,
KMP and Senior Management Personnel at regular interval (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Person, KMP and
Senior Management Personnel will be determined by the Committee and recommended to
the Board for approval. The remuneration/ compensation/ commission etc. shall be subject
to the prior/ post approval of the shareholders of the Company and Central Government,
wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended
by the Committee to the Board which should be within the slabs approved by the
Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief
Executive Officer, Chief Financial Officer, the Company Secretary and any other employees
for indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel. Provided that if such
person is proved to be guilty, the premium paid on such insurance shall be treated as part
of the remuneration.

8. The Non-Executive/ Independent Director may receive remuneration by way of fees for
attending meetings of Board or Committee thereof provided that the amount of such
fees shall not exceed

as may be prescribed by the Central Government from time to time.

9. Commission to Non-Executive/ Independent Directors may be paid within the monetary limit
approved by shareholders, subject to the limit not exceeding 1% of the net profits of the
Company computed as per the applicable provisions of the Companies Act, 2013.

RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and as per the provisions of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended, the Company has adhered to the principles of sound risk management and already
has a Risk Management Policy duly approved by the Board which is periodically reviewed by the

is to ensure the

effective identification and reporting of risk exposures, involvement of all departments and
employees in risk management, to ensure continuous growth of business and protect all the
stakeholders of the Company.

The Audit Committee and Board of Directors consider the risk exposure before approving a strategic
decisions taken by the Company. Further the Company has strong internal control system in place
to identify the risks at any stage of the business. This internal control system is further reviewed by
the internal auditors of the Company and a report is submitted to the Audit Committee. The
Committee based on the report of internal auditors advises on the necessary action to be taken in
case of any deviation from required standards.

AUDITORS AND THEIR REPORT:

M/s. MRC & Associates, Chartered Accountants (FRN: 0004005S), Chennai, have resigned from
the post of Statutory Auditor of the Company on 09^th November, 2023. Hence, for the audit of
accounts of the Company for the FY 2023-24, the Board at its meeting held on 24^th November,

2023 approved the appointment of M/s. Elias George & Co., Chartered Accountants (FRN:
000801S), Chennai, as Statutory Auditors of the Company to fill the casual vacancy upon resignation
of M/s. MRC & Associates, Chartered Accountants subject to approval of the members at the
General Meeting. The shareholders at the Extra-Ordinary General Meeting held on 04^th January,

2024 approved the appointment of M/s. Elias George & Co., Chartered Accountants, having
Chartered Accountants, for auditing the books of accounts for Financial Year 2023-24.

There are no qualifications or observations or remarks made by the Statutory Auditors in their report
for the financial year 2023-24.

COST AUDIT:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies
(Cost Records and Audit) amendment rules, 2014, the Company''s product does not fall under the
purview of Cost Audit.

INTERNAL AUDIT:

As per the requirements of Section 138 of the Companies Act, 2013 and the rules made there under,
M/S. R. Baskaran & Co., Chartered Accountants were appointed as Internal Auditors of the Company
for the financial year 2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed review of the operations, performance and future outlook of the Company and its
businesses is given in the Management Discussion and Analysis, which forms part of the Annual
Report - Annexure I.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under,
the Company has appointed Mr. T. Murugan, Practising Company Secretary (Membership
No.A11923/C.P.No.4393) to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report for the year 2023-24 is included as "Annexure II" and forms an integral part of this Report.
The Secretarial Audit Report was placed before the Board on 30^th May, 2024. There are no
qualification, reservation and adverse remarks in the Secretarial Audit Report.

ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, is available on company''s website and
can be accessed at www.cmmh.in

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

During the financial year 2023-24, your Company has entered into transactions with related parties
as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length
basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under.
All the Directors have disclosed their interest in Form MBP-1 and as and when any changes in
their interest take place, such changes are placed before the Board at its meetings. There are no
materially significant related party transactions made by the Company with Promoters, Directors,
Key Managerial Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. Disclosure in Form AOC-2 under Companies (Accounts) Rules,
2014 is attached (ANNEXURE-III).

The details of the related party transactions as required under Indian Accounting Standard - 18 are
set out in Note to the standalone financial statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans, guarantees or made any
investments within the purview of Section 186 of the Companies Act, 2013.

VIGIL MECHANISM/WHISTLE BLOWER/INSIDER TRADING POLICY:

Your Company has in place Whistle Blower Policy approved by Board of Directors in compliance with
provisions of Section 177 (10) of the Companies Act, 2013. The policy provides a mechanism to the
Directors and Employees to voice their concerns regarding irregularities in the Company in an
effective manner. The mechanism provides for adequate safeguards against victimization of
Directors and employees to avail the mechanism and also provides for direct access to the Chairman
of the Audit Committee in exceptional cases. There were no complaints received during the year
2023-24.

The amended policy pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations,
2018 effective from 1st April, 2019 has been uploaded in the website of the Company at
www.cmmh.in

RECOMMENDATIONS OF AUDIT COMMITTEE & IT''S COMPOSITION:

During the year all the recommendations of the Audit Committee were accepted by the Board.
Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is
given as under:

Mr. K. Meyyanathan (DIN: 07845698), Independent Director, Chairman of the Committee, Mrs. R.
Gomathi (DIN:02900460), Member; Mr. N. Rajkumar (DIN:00617000), Member, Mr. R.
Deenadayalu, Company Secretary of the Company was the Secretary of the Committee till 6.3.2024
and Mr. Bharatraj Panchal, Company Secretary of the Company was appointed as Secretary of the
Committee w.e.f. 7.3.2024.

PUBLIC DEPOSITS:

The Company has not accepted and/or renewed any public deposits from the public during the
financial year 2023-24 under review within the meaning of Sections 73 and 76 of the Companies
Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted the Internal Complaints Committee as required under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). The
Company has in place the Anti-Sexual Harassment Policy in line with the requirements of the said
Act. No Complaints were received during the year under review. The Policy is also available on our
website at the link: www.cmmh.in

INDEPENDENT DIRECTORS COMMITTEE:

The Company has in place Independent Directors Committee as required under SEBI (Listing
Obligations and Disclosures Requirements) Regulations 2015.

CORPORATE GOVERNANCE:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015, your Company does not fall under the purview of complying with
the provisions of Corporate Governance. During the year your Company has informed the non¬
applicability provision to the Bombay Stock Exchange. Since, the provision of Corporate Governance
is not applicable for the entire Financial Year 2023-24, a separate report of Corporate Governance
is not disclosed in the Annual Report 2023-24.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Bombay
Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from
14^th September, 2024 to 20^th September, 2024 (both days inclusive).

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

¦ In the preparation of the annual accounts for the financial year ended 31st March, 2024, the
applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been
followed and there are no material departures from the same;

¦ The Directors have 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 your Company as at 31st March, 2024 and of the
statement of profit and loss of the Company for the financial year ended 31st March, 2024;

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

¦ The annual accounts have been prepared on a ''going concern'' basis;

¦ Proper internal financial controls laid down by the Directors were followed by the Company
and that such internal financial controls are adequate and were operating effectively; and

¦ Proper systems to ensure compliance with the provisions of all applicable laws were in place
and that such systems were adequate and operating effectively.

PERSONNEL:

None of the employees except Chief Executive Officer of the Company drew remuneration which in
the aggregate exceeded the limits fixed under Section 134(3)(q) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as required under Section 134(3)(q) read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are given below:

Name	Designati on and nature of duties	Age (Years)	Qualifi¬ cation	Experi¬ ence (Years)	Last Employment & post held	Date of commence¬ ment of employmen t	Gross Remuneratio n ( ? in Lakhs)
Dr. V. Krishnamurthy	Chief Executive Officer. Overall Manageme nt of the Company	67	M.D., D.M.	43	Consultant, Rheumatologis t, Apollo & Fortis Malar Hospital	01.01.2009	240 Per annum

*Not a relative of any Director of the Company.
No of Shares held: 1691 (0.02%)

PARTICULARS OF REMUNERATION:

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 details of the
ratio of remuneration of each Director to the median employee''s remuneration is furnished
hereunder:

In lakhs)

Sl. No.	Name	Designation	Remune¬ ration for FY 2023-24	Remune¬ ration for FY 2022¬ 2023	Increase in remune¬ ration from previous year	Ratio / times per median of employee remuneration
1	R. Gomathi	Managing Director	10.17	9	1.17	4.58
2	Dr.V.Krishnamurthy	Chief Executive Officer	240	219.41	20.59	108.11
3	R. Deenadayalu (till 6.3.2024)	Company Secretary	20.80	19.38	1.42	10.05
4.	Bharatraj Panchal (w.e.f. 7.3.2024)	Company Secretary	1.05	-	-	7.04
5.	Dambaru Dhar Jena	Chief Financial Officer	6.17	5.25	0.92	2.78
6.	K. Meyyanathan	Independent Director	-	-	-	-
7.	N. Rajkumar	Independent Director	-	-	-	-

The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:	Managing Director : 13% Chief Executive Officer : 9.38% Company Secretary : 7.32% Chief Financial Officer : 17.52%
The percentage increase in the median remuneration of employees in the financial year	2.78%
The number of permanent employees on the rolls of company	244
Increase of remuneration for employees was in the varying range of 5% to 10% and for KMP the increase was in the varying range of 5% to 17.52% for the year. The highest range of 17.52% increase including revision in remuneration was applied for CFO salary to match additional role and responsibilities.
We affirm that the remuneration paid during the period under review is as per the Remuneration Policy of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo, as stipulated under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, is set out herewith as '' to this Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS:

During the year, the Company has not received any significant and material orders passed by the
Regulators or courts or tribunals which would affect the going concern status of the Company and
its future operations.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or
Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

REPORTING OF FRAUDS BY AUDITORS:

There is no fraud reported in the Company during the Financial Year ended 31st March, 2024. This
is also being supported by the report of the auditors of the Company as no fraud has been reported
in their audit report or the Financial Year ended 31st March, 2024.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal control systems which is commensurate with the size,
scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and
adequacy of internal control system in the company, its compliance with operating systems,
accounting procedures and policies of the company. There is involvement from both management
and functional heads with periodic meetings to discuss issues, weaknesses and progress of the
company''s internal financial control program.

The internal audit conducted for every quarter further scrutinizes the functioning of various areas
of operations and gives its observation to the Audit Committee. Required action is taken based on
the decision of the Audit Committee on the observations by the internal auditor.

Various processes like procurements, maintenance, marketing, accounting etc. are reviewed
periodically both internally and by the internal auditors in a way which is commensurate with size
& complexity of operations of the Company.

The above process helps the company in taking precautionary measures, making the existing
process more efficient, bringing accuracy in accounting which enables orderly conduct of the
business.

PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013
read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 except Chief Executive Officer.

NAMES OF TOP 10 EMPLOYEES OF THE COMPANY IN TERMS OF REMUNERATION DRAWN

(OTHER THAN KEY MANAGERIAL PERSONNEL)

Z (A o ¦	EMPLOYEE NAME	Nature of Employ ment	Designation	QUALIFICA TION	EXPERIE NCE	Remuner ation (Rs.)	DOJ	DOB & AGE	LAST EMPLOYM ENT
1	MR. SEKAR. K	Permanent	MEDICAL INSURANCE CO-ORDINATOR	B. Sc ( PHYSICS)	15 yrs	36000	16.04.2009	11.02.1969 -55 Years	Initial Employment
2	MRS. KARTHIGAI. S	Permanent	FRONT OFFICE MANAGER	B.A (Public Administration)	15 yrs	35000	05.02.2009	01.12.1971¬ 52 Years	Initial Employment
3	MRS. LISSAMMA JOLLY	Permanent	NURSING INCHARGE	ANM	15 yrs	34000	01.10.2009	03.09.1969¬ 54 Years	Initial Employment
4	MRS. GUNAVATHI. K	Permanent	ASSIT. NURSING SUPERINTENDEN T	Dip in General Nursing and Midwifery	12 yrs	33700	01.10.2012	11.06.1970¬ 54 Years	Initial Employment
5	MR. MOHAN. K	Permanent	MAINTENANCE INCHARGE	M.A (PUBLIC ADMINISTRATIO N)	28 yrs	33000	02.12.1996	06.10.1968¬ 55 Years	Initial Employment
6	MR. MANIKANDAN. S	Permanent	MEDICAL INSURANCE CO-ORDINATOR	HSC	15 yrs	32000	07.01.2009	06.08.1980¬ 44 Years	Initial Employment
7	MRS. SELVAKILI. R	Permanent	NURSING SUPERVISOR	ANM	9 yrs	32000	17.08.2015	15.05.1970¬ 54 Years	Initial Employment
8	MRS. SENTHAMILSELVI . A	Permanent	NURSING INCHARGE	Dip in General Nursing and Midwifery	12 yrs	31520	18.01.2012	02.06.1975¬ 49 Years	Initial Employment
9	MR. VENKATESAN. G	Permanent	NURSING INCHARGE	Dip in General Nursing and Midwifery	24 yrs	31026	26.01.2000	18.06.1973¬ 51 Years	Initial Employment
10	MR. DHANSEKAR. R	Permanent	BILLING OFFICER	B.COM	27 yrs	30700	18.08.1997	28.06.1969¬ 55 Years	Initial Employment

DUES TO SMALL & MICRO ENTERPRISES

Dues outstanding more than 1,00,000/- to Small and Micro Industrial Units: Nil

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI ON BOARD MEETINGS AND
GENERAL MEETINGS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors
(SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and
approved by the Central Government.

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Human Resource is the foundation for any organization and its primary objective is to ensure
the availability of competent and suitable workforce to the organisation as well as to meet the
needs, aspirations, values and dignity of individuals/employees having due concern for the socio¬
economic problems of the people of the country. The employees are compensated with suitable
remuneration based on the size of operations and achievement of the goals of the department.
There have been no major disputes during the financial year and the Company enjoys cordial
relationship with all its employees.

SOCIAL RESPONSIBILITY:

Your Company believes in importance of education in the growth of individuals and the economy
as whole.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under the criteria i.e. net worth or turnover or net profit, as prescribed
in Section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility
provisions.

CAUTIONARY STATEMENT:

Shareholders and Readers are cautioned that in the case of data and information external to the
Company, no representation is made on its accuracy or comprehensiveness though the same are
based on sources believed to be reliable. Utmost care has been taken to ensure that the opinions
expressed by the management herein contain its perceptions on the material impacts on the

ontain forward-looking statements which
are extremely dynamic and increasingly fraught with risk and uncertainties. Actual results,
performances, achievements or sequence of events may be materially different from the views
expressed herein.

ACKNOWLEDGEMENT:

Your Directors would like to express sincere gratitude to the customers, bankers and other business
associates for the continued cooperation and patronage. Your Directors acknowledge the ongoing
trust and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your
Directors place on deep appreciation for the contribution made by employees at all levels.

Your Directors extend its heart felt gratitude for the continued support and trust by the shareholders
on the Company.

For and on behalf of the Board

Place: Chennai

Date: 13^th August, 2024 R. Gomathi

Managing Director
(DIN:02900460)

---

Mar 31, 2015

The Directors have pleasure in presenting their 25th Annual Report and Audited Statement of Accounts of the Company for the year ended 31!t March, 2015.

PERFORMANCE AT A GLANCE: (Rs. in Lakhs)

Year ended Year ended Particulars 31.03.2015 31.03.2014

Gross Income 1898.88 1800.20

Profit / (Loss) Before Depreciation, Tax a Financial Expenses 225.77 268.47

Financial Expenses 138.38 139.35

Depreciation 118.71 80.95

Profit/(Loss) Before Tax (31.32) 48.18

Less: Exceptional Items 65.89

Tax Expenses:

a. Current Tax - -

b. Fringe Benefit Tax - -

c. Deferred Tax Liability - -

d. Income Tax for earlier year - 3.54

Profit / (Loss) for the year carried to Balance Sheet (97.21) 44.64

DIVIDEND

No Dividend has been recommended by the Board in view of losses suffered by the Company in FY 2014-15.

TRANSFER TO RESERVES:

As the company has suffered loss, there are no transfers made to Reserves a Surplus during the year under review.

BUSINESS OPERATIONS:

The Company has made a gross income of Rs.1898.88 Lakhs during the year under review (previous year-Rs 1800.20 Lakhs). The depreciation for the year under review amounted to Rs. 118.71 Lakhs as against Rs.80.95 Lakhs in the corresponding period of the previous year. The Company has registered a Loss of Rs. (97.20) Lakhs during the year under review as against the profit after tax of Rs 44 64 Lakhs of the previous year. Increase in employee cost, administrative expenses, repairs a maintenance and depreciation are the main reasons for the decrease in Net Profit. Due to competition by various hospitals located near our hospital the company was compelled to maintain competitive rates for the patients. The Patient Care services underwent improvements which resulted in improved service levels which in turn contributed to the revenue growth. Your management believes that the strengthening of existing facilities and addition of new facilities and services with restructuring of tariff keeping always the affordability factor in mind will improve the performance to further heights.

OPERATIONAL HIGHLIGHTS

During the year under review, the number of inpatients was 4041 as against 4398 in the previous year. The number of outpatients was 29237 during the year under review as against 29918 in the previous year. The average occupancy was 80%.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is contained in the "MANAGEMENT DISCUSSION AND ANALYSIS REPORT" that forms an integral part of this report. (Annexure-I)

MATERIAL CHANGES 6 COMMITMENTS:

There is no change in the nature of business of the company during the year. There are no material changes and commitments in the business operations of the company since the close of the financial year on 31 st March 2015 to the date of this report.

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is given in (Annexure-II)

REAPPOINTMENT OF DIRECTOR:

Mr. NAVIN RAAKESH, Director is retiring by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

COMPOSITION OF COMMITTEES OF BOARD:

Currently the board has three committees: Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

The Com positions Activities are as follows:

Name of the Committee Composition of the Highlights of duties, responsibilities Committee/ No of times the & Activities committee met

Audit Committee Dr. R, Venkataswami

Chairperson of the Committee - The Audit Committee was (Independent Director) mandated with the same Terms of Reference specified in Clause 49 of Mr. T Jeyapragasam the Listing Agreements with Stock Secretary of the Committee Exchanges. (Company Secretary)

Dr. S. Kameswaran - The current Terms of Reference (Independent Director) fully conform to the requirements of Mr. B. Ramachandran the Companies Act (Independent Director)

- The Audit committee is Mr. A.N. Radhakrishnan responsible for overseeing the (Chairman & Managing , Company s financial reporting Director) process, reviewing the quarterly /half- yearly/ annual financial statements, reviewing with the management the The Committee met 4 times financial statements and adequacy of on internal audit function, recommending

* 29-05-2014 the appointment re-appointment of * 14-08-2014 statutory auditors and fixation of audit * 10-11-2014 fees, reviewing the significant internal * 12-02-2015 audit findings/related party transactions, .reviewing the Management Discussion and Analysis of financial condition and result of operations and also statutory compliance issues.

- The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.

Nomination & Remuneration Dr. S. Kameswaran - - To fix salary allowances and other Committee Chairperson of the Committee perks to senior level personnel as and (Independent Director) when appointed by the Company.

Dr. R. Venkataswami REMUNERATION POLICY The (Independent Director) Remuneration Policy of the Company for the managerial personnel is based Mr. B. Ramadiandran on the performance potential and (Independent Director) performance of the individual/ personnel.

The Committee met on CEOCFO CERTIFICATION by 1448-2014 Dr. V. Krishnamurthy, Chief Executive Officer and Mr. A.N. Radhakrishnan, Chairman & Managing Director as required under Clause 49 (DQ of the Listing Agreement was placed before the Board at its meeting held on 28.05.2015.

Stakeholders Relationship Dr. S. Kameswaran - The Company has attended to the Committee Chairperson of the Committee investors! complaints and redressed (Independent Director) them within 15 days from the date of their receipt during the year 2014- Dr. R. Venkataswami 2015-

(Independent Director)

Mr. B. Ramachandran (Independent Director)

POLICIES OF THE BOARD:

WHI5TLE BLOWER POLICY:

As per Section 177 (9) of the Act read with relevant Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has established a vigil mechanism overseen by the Audit Committee. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. This has been uploaded in the Company's website. No complaint under this facility was received in FY 2014-15.

REMUNERATION POLICY:

The Remuneration Policy of the Company for the managerial personnel is based on the performance potential and performance of the individual/personnel.

RI5K MANAGEMENT POLICY:

The Company has Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

AUDITORS

M/s. varma and Varma (FRN. 0045325), Chartered Accountants, Chennai-600 020, has been appointed as the auditors of the Company at the 24th Annual General Meeting held on 17.09.2014 6 their appointment has to be ratified for the current financial year. There are no qualifications in the Independent Auditors report.

SECRETARIAL AUDIT:

Pursuant to Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. T. Murugan, a Practicing Company Secretary (C.P.No.4393) to undertake the Secretarial Audit of the Company for FY 2014-15.

The Secretarial Audit Report was placed before the Board on 28th May 2015. There are no qualifications in the Secretarial Audit Report. (Annexure-III)

PUBLIC DEPOSITS

The Company has not accepted deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 31st March, 2015. The total amount of deposit outstanding as at 31st March, 2015 was Nil.

SIGNIFICANT OF MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the operations were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act, 2013 during the year.

CORPORATE SOCIAL RESPONSIBILITY:

The requirements of compliance of Corporate Social Responsibility are not applicable to our company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

Particulars of contracts or arrangements with Related Patties referred in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014in FormAOC-2 (Annexure IV).

FORMAL ANNUAL EVALUATION:

The Board has carried out the annual performance evaluation of its own performance and the Directors individually after taking into consideration inputs received from the Directors, covering various aspects on the Boards' functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, obligations and governance.

The Performance evaluation of the Independent Directors was carried out by the entire board 6 the Performance evaluation of the Chairman was carried out by the Independent directors.

The Directors expressed their satisfaction with the overall evaluation process.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report. (Annexure V)

REPORT ON CORPORATE GOVERNANCE

Your Company continues to strive towards highest standards of Corporate Governance. The report of Board of Directors on Corporate Governance is given in separate section titled "Report on Corporate Governance" which forms part of this Annual Report. The company has established Whistle Blower Mechanism. (Annexure VI)

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation there from:

(b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Loss for the year ended on that date.

(c) 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) The financial statements have been prepared on a going concern basis.

(e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating efficiently.

DUES TO SSI

During the year under review, the following dues were outstanding more than Rs.1,00,000/- to Small Scale Industrial Units:

1. M/S. Shree Health Care India - Rs. 1,37,644 /-

2. M/S. Medicine Zone - Rs. 3,34,581 /-

3. M/S. Sri Vari Paadham Products - Rs. 3,07,551 /-

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2015-16 to BSE where shares of the company are listed.

ACKNOWLEDGEMENTS:

Your Company is grateful for the co-operation and assistance extended by various Departments of Government of Tamilnadu and Government of India. The Board also wishes to place on record its appreciation of the dedicated services of our Consultants, employees and other members of the hospital. The Board also places on record its sincere appreciation to the Shareholders for reposing faith in the management of the Company.

ON BEHALF OF THE BOARD

Place: Chennai A.N. RADHAKRISHNAN

Date : 28.05.2015 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their 24th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

PERFORMANCE AT A GLANCE: (Rs. in Lakhs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Gross Income 1800.20 1622.16

Profit / (Loss) Before Depreciation, Tax & Financial Expenses 268.47 292.31

Financial Expenses 139.35 153.10

Depreciation 80.95 70.51

Profit / (Loss) Before Tax 48.18 68.70

Tax Expenses

a. Current Tax - -

b. Fringe Benefit Tax - -

c. Deferred Tax Liability - -

d. Income Tax for earlier year 3.5 -

Profit / (Loss) for the year carried to Balance Sheet 44.64 68.70

DIVIDEND

In view of the insufficient profit, your Directors could not recommend any dividend for the year.

BUSINESS OPERATIONS

The Company has made a gross income of Rs. 1800.20 Lakhs during the year under review (previous year-Rs.1622.16 Lakhs). The depreciation for the year under review amounted to Rs.80.95 Lakhs as against Rs.70.51 Lakhs in the corresponding period of the previous year. The Company has registered a profit after tax of Rs.44.64 Lakhs during the year under review as against the profit after tax of Rs.68.70 Lakhs. Increase in employee cost and repairs and renewals are the main reasons for the decrease in Net Profit. Due to competition by various hospitals located near our hospital the company was compelled to maintain competitive rates for the patients. However, due to the increased expenditure on repairs and renewals to the age-old medical equipments coupled with cost of renewals on quite number of areas of the hospital building the growth rate in the Net Profit level has not gone up.

The Patient Care services underwent improvements which resulted in improved service levels which in turn contributed to the revenue growth and consequently leading to improved Gross Profits. The business has started improving and we are hopeful to get good amount of business in the succeeding years.

Your management believes that the strengthening of existing facilities and addition of new facilities and services with restructuring of tariff keeping always the affordability factor in mind will boost the performance to further heights.

OPERATIONAL HIGHLIGHTS

During the year under review, the number of inpatients has gone upto 4398 during the year under review as against 4174 in the previous year. The number of outpatients was 29918 during the year under review against 30289 in the previous year. The average occupancy was 80%.

DIRECTORS

The term of Mr. A.N. Radhakrishnan, Chairman and Managing Director will be expiring on 28.04.2015. In view of the new provisions of the Companies Act, 2013 and also taking into account the probable date of Annual General Meeting of the company will be only after expiry date of his present tenure, the Board has considered for his reappointment with effect from the date of ensuing Annual General Meeting on the existing terms and conditions of his appointment and recommended for his reappointment for a further period of three years from the date of the ensuing Annual General Meeting. Mrs. Premalatha Kanikannan, Director is retiring by rotation at this Annual General Meeting and being eligible offers herself for re-appointment.

The Board met 5 times on 09.05.2013; 14.08.2013; 25.09.2013; 13.11.2013 and 08.02.2014.

In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Dr. Venkataswami. R (DIN: 02622178), Dr. S. Kameswaran (DIN No. 00255389) and Mr. Ramachandran.B (DIN No.06397113) offer themselves for appointment as Independent Directors. The Board proposes to appoint them as Independent Directors for a term upto March 31, 2019 not liable to retire by rotation.

AUDIT COMMITTEE

Dr. R. Venkataswami, Independent Director-Chairman, Dr. S. Kameswaran and Mr. B. Ramachandran - Independent Directors-Members. Mr.A.N. Radhakrishnan, Chairman and Managing Director is also a member of the Audit Committee. The Committee met 4 times on 09.05.2013; 14.08.2013; 13.11.2013 and 08.02.2014.

DUES TO SSI

During the year under review, there are no outstanding dues amounting to or exceeding Rs. 1,00,000/- to any Small Scale Industrial Units by the Company except the following.

1. M/S. Shree Health Care India - Rs.1,49,070/-

2. M/S. Medicine Zone - Rs.3,84,133/-

3. M/S. Sri Vari Paadham Products - Rs.1,95,622/-

DlRECTORS'' RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation therefrom.

(b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2014 and of the Profit for the year ended on that date.

(c) 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.

(d) The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 31st March, 2014. The total amount of deposit outstanding as at 31st March, 2014 was Nil.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has substantially complied with all applicable Environmental Laws and Labour Laws.

PERSONNEL

A statement concerning employees as required by Section 217(2A) of the Companies Act, 1956 is attached to this report.

AUDITORS

M/s.Varma and Varma (FRN. 004532S), Chartered Accountants, Chennai-600020, the auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report. (Annexure -1)

REPORT ON CORPORATE GOVERNANCE

Your Company continues to strive towards highest standards of Corporate Governance. The report of Board of Directors on Corporate Governance is given in separate section titled "Report on Corporate Governance" which forms part of this Annual Report. The Company has established Whistle Blower mechanism.

MANAGEMENT DISCUSSION AND ANALYSIS

Adetailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis" and forms part of this report.

ACKNOWLEDGEMENTS

Your Company is grateful for the co-operation and assistance extended by various Departments of Government of Tamilnadu and Government of India. The Board also wishes to place on record its appreciation of the dedicated services of our Consultants, employees and other members of the hospital. The Board also places on record its sincere appreciation to the Shareholders for reposing faith in the management of the Company.



ON BEHALF OF THE BOARD

Place: Chennai A.N. RADHAKRISHNAN Date : 14.08.2014 CHAIRMAN a MANAGING DIRECTOR

---

Mar 31, 2013

The Directors have pleasure in presenting their 23rd Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

PERFORMANCE AT A GLANCE: (Rs. in Lakhs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Gross Income 1622.16 1493.57

Profit / (Loss) Before Depreciation, Tax Et Financial Expenses 292.31 231.63

Financial Expenses 153.10 157.55

Depreciation 70.51 67.05

Profit / (Loss) before Tax and Exceptional Items 68.70 7.03

Add: Exceptional Item -- --

Profit / (Loss) Before Tax 68.70 7.03

Provision for Taxation

a. Current Tax

b. Fringe Benefit Tax -- --

c. Deferred Tax Liability

d. Income Tax/FBT of earlier years -- --

Profit / (Loss) for the year carried to Balance Sheet 68.70 7.03

BUSINESS OPERATIONS

During the year under review the operating performance of the Company has shown improvement. Profit Before Tax was Rs.68.70 Lakhs compared to the previous year figure of Rs.7.03 Lakhs and there was no income tax liability. Your Company has achieved a gross income of Rs. 1622.16 Lakhs as against Rs. 1493.57 Lakhs in the previous year (increase of 8.61%).

Patient Care and Patient Welfare Services have contributed to significant improvement in patient satisfaction levels. Your Company continues renovation activities, up gradation of medical and engineering equipments to suit the present needs.

Your management believes that the strengthening of existing facilities and addition of new facilities and services with restructuring of tariff keeping always the affordability factor in mind will boost the performance to further heights.

OPERATIONAL HIGHLIGHTS

During the year under review, the number of inpatients has gone up to 4174 as against 3964 in the previous year. Similarly, the number of outpatients also gone up to 30289 from 25311 in the previous year. The average occupancy was 80%.

The growth in occupancies and revenues with focus on efficiencies and cost control has led to better performance during the year under review. Your company continued its focus on quality parameters and patient satisfaction.

DIVIDEND

In view of the insufficient profit, your Directors express their inability to recommend any dividend for the year. Also during the said year no amount has been transferred to reserves.

DIRECTORS

During the year under review Dr. S. Kameswaran and Mr. G. R. Navin Rakesh are retiring by rotation and are seeking reappointment. Mr. B. Ramachandran was appointed as an Additional Director under Section 260 of the Companies Act 1956 on 26.09.2012 and his tenure expires at the ensuing Annual General Meeting and in respect of whom the company has received a notice under Section 257 of the Companies Act, 1956 proposing his candidature for the office of the Director which has been included in the Notice under Special Business for the approval of the members. The Board met five times on 14.05.2012; 13.08.2012; 26.09.2012; 07.11.2012 and 13.02.2013.

AUDIT COMMITTEE

The Company has constituted Audit Committee and the following are the members:

Dr. R. Venkataswami - Chairman, Mr. A.N. Radhakrishnan, Dr. S. Kameswaran and Mr. B. Ramachandran as Members.

The Committee met 4 times on 14.05.2012, 13.08.2012, 07.11.2012 and 13.02.2013.

DUES TO SSI

During the year under review, there are no outstanding dues amounting to or exceeding Rs. 1,00,000/- to any Small Scale Industrial Units by the Company except the following.

1. M/S. Ganesh Pharmaceuticals - Rs.3,39,859/-

2. M/S. Shree Health Care India - Rs.1,41,123/-

3. M/S. Medicine Zone - Rs.3,39,598/-

4. M/S. Sri Sai Enterprises - Rs.2,10,168/-

Directors'' RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation there from.

(b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2013 and of the Profit for the year ended on that date.

(c) 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.

(d) The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 31st March, 2013. The total amount of deposit outstanding as at 31 st March, 2013 was Nil.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has substantially complied with all applicable Environmental Laws and Labour Laws.

PERSONNEL

A statement concerning employees as required by Section 217(2A) of the Companies Act, 1956 is attached to this report.

AUDITORS

M/s.Varma and Varma, Chartered Accountants, Chennai-600 020, the statutory auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment as statutory auditors for the financial year 2013-14.

EXPLANATION TO AUDITORS'' COMMENTS

Reply to qualification given by the auditors in the Auditors'' Report:

Auditors'' Qualification: Para 9(a) of the Annexure to the Auditors'' Report:

9(a) The company has been fairly regular in depositing undisputed statutory dues including Provident Fund, Income-Tax, Sales-Tax and Service Tax with the appropriate authorities during the year except for minor delay in stray cases. According to the information and explanation given to us, there are no undisputed amount payable in respect of Provident Fund, Investors Education and Protection Fund, ESI, Income-Tax, Sales Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and any other statutory due which are overdue for a period of more than six months as on the Balance Sheet date except for minor delay in stray cases.

Management''s reply:

Due to transition from manual filing to electronic filing relating to various statutory remittances the minor delays occurred. It will be avoided in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report. (Annexure -1)

REPORT ON CORPORATE GOVERNANCE

Your Company continues to strive towards highest standards of Corporate Governance. The report of Board of Directors on Corporate Governance is given in separate section titled "Report on Corporate Governance" which forms part of this Annual Report.

SUBSIDIARIES

Your Company has no subsidiary.

DEMATERIALISATION OF SHARES:

Your Company has entered into agreements with the National Securities Depositories Limited(NSDL) and Central Depository Services(lndia) Limited(CDSL) for dematerialization of the shares of the company. Accordingly the shares of your company are available for dematerialization and can be traded in Demat form.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis" and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors are grateful to the Government of India, the Government of Tamilnadu, Bankers, promoters, customers, suppliers and general public for their valuable support. The Directors wish to thank the shareholders for their continued support and also place on record their appreciation for the consistent good work put in by all cadres of employees.

ON BEHALF OF THE BOARD

Place: Chennai A.N. RADHAKRISHNAN

Date : 14.08.2013 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2012

The Directors have pleasure in presenting their 22nd Annual Report and Audited Statement of Accounts of the Company for the year ended 31 st March, 2012.

PERFORMANCE AT AGLANCE: (Rs. in Lakhs)

Particulars Year ended Year ended

31.03.2012 31.03.2011

Gross Income 1493.57 1273.90

Profit/ (Loss) Before Depreciation, Tax & Financial Expenses 231.63 124.13

Financial Expenses 157.55 142.41

Depreciation 67.05 61.82

Profit / (Loss) before Tax and Exceptional items 7.03 (80.10)

Add: Exceptional Item -- --

Profit/(Loss) Before Tax 7.03 (80.10) Provision for Taxation

a. Current Tax -- --

b. Fringe Benefit Tax -- -- c. Deferred Tax Liability -- -- d. Income Tax/FBT of earlier years -- -- Profit / (Loss) for the year carried to Balance Sheet 7.03 (80.10)

DIVIDEND

In view of the insufficient profit, your Directors express their inability to recommend any dividend for the year.

BUSINESS OPERATIONS

The operating performance of the Company has shown better results. Profit Before Tax was Rs.7.03 Lakhs (previous year Loss Rs.80.10 Lakhs) and there was no income tax liability. Your company has improved its performance. During the year under review your Company has achieved a gross income of Rs. 1493.57 Lakhs as against Rs. 1273.90 Lakhs in the previous year (increase of 17.24%).

Patient Care and Patient Welfare Services have resulted in improvement in patient satisfaction levels. Your Company continues renovation activities, upgradation of medical and engineering equipments to suit the present needs.

Your management believes that the strengthening of existing facilities and addition of new facilities and services with restructuring of tariff keeping always the affordability factor in mind will boost the performance to further heights.

DIRECTORS

The term of Mr.A.N. Radhakrishnan expired on 28.04.2012 and he was appointed as the Chairman and Managing Director of the Company with effect from 29.04.2012 to 28.04.2015 for a period of three years without making any salary revision. Ms. Premalatha Kanikannan, Director is retiring by rotation at this Annual General Meeting and being eligible offer herself for re-appointment. Mr.T.V. Venkataraman, Director is also retiring by rotation at this Annual General Meeting express his desire to retire. The next Director, as per seniority, Dr. R. Venkataswami, is retiring by rotation at this Annual General Meeting and being eligible offer himself for re-appointment. The Board placed on record the valuable and excellent services rendered by Mr.T.V. Venkataraman, during his tenure as Director of the Company. The term of Mr.G.R. Navin Rakesh ended on 28.04.2012 and he was appointed as an Additional Director of the Company with effect from 29.04.2012 and his tenure expires at the ensuing Annual General Meeting. The Board placed on record the valuable services rendered by Mr.G.R. Navin Rakesh during his tenure as Managing Director. Mr.G.R. Navin Rakesh is proposed to be appointed as Director of the company in the ensuing Annual General Meeting. The Company had received a notice from a member proposing the appointment of Mr.G.R. Navin Rakesh as Director of the Company. The Board met 5 times on 14.05.2011; 12.08.2011; 21.09.2011;

14.11.2011 and 11.02.2012.

AUDIT COMMITTEE

The Company has constituted Audit Committee and the following are the members:

Mr. T.V. Venkataraman - Chairman, Mr. A.N. Radhakrishnan, Dr. S. Kameswaran and Dr. R. Venkataswami as Members. The Committee met 4 times on 14.05.2011, 12.08.2011, 14.11.2011 and 11.02.2012.

DUES TO SSI

During the year under review, there are no outstanding dues amounting to or exceeding Rs. 1,00,000/- to any Small Scale Industrial Units by the Company except the following.

1. M/S. Ganesh Pharmaceuticals - Rs.6,27,337/- £t 2. M/S. Shree Health Care India-Rs. 1,92,114/-. DIRECTORS' RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation therefrom.

(b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2012 and of the Profit for the year ended on that date.

(c) 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.

(d) The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 31st March, 2012. The total amount of deposit outstanding as at 31 st March, 2012 was Nil.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has substantially complied with all applicable Environmental Laws and Labour Laws. PERSONNEL

A statement concerning employees as required by Section 217(2A) of the Companies Act, 1956 is attached to this report.

AUDITORS

M/s. Varma and Varma, Chartered Accountants, Chennai-600 020, the auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

EXPLANATION TO AUDITORS' COMMENTS

Reply to qualification given by the auditors in the Auditors' Report:

Auditors' Qualification: Para 17 of the Annexure to the Auditors' Report:

According to the information and explanations given to us, and an overall examination of the Balance Sheet of the company, in our opinion short term funds have not been used for long term purposes except to the extent of Rs.4,83,24,026/-.

Management's reply:

Due to non-availability of sufficient other funds to meet the urgent requirements the company has used the long term funds for long term purpose and short terms funds for long term purpose. The company is planning to rectify it at the earliest possible period.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same form'; part of this Report. (Annexure -1)

REPORT ON CORPORATE GOVERNANCE

Your Company continues to strive towards highest standards of Corporate Governance. The report of Board of Directors on Corporate Governance is given in separate section titled "Report on Corporate Governance" which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis" and forms part of this report.

ACKNOWLEDGEMENTS

We are thankful to our Bankers for the cooperation and assistance extended by them. The Board places on record their thanks to the shareholders and the patient public for the confidence reposed by them in the Company and their appreciation for the services and untiring efforts of the Doctors and Employees at all levels, which has helped the Company to run its affairs smoothly.

ON BEHALF OF THE BOARD

Place: Chennai A.N.RADHAKRISHNAN

Date : 13.08.2012 CHAIRMAN a MANAGING DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting their Report and the Audited Accounts of the Company for the year ended 31st March, 2010.



PERFORMANCE ATA GLANCE: (Rs. in Lakhs)

Particulars Year ended year ended

31.03.2010 31.03.2009

Gross Income 833.57 259.26

Loss Before Depreciation, Tax & Financial Expenses 82.49 207.66

Financial Expenses 118.48 94.35

Depreciation 58.31 54.49

Loss before Tax and Exceptionalltems 259.28 356.50

Add: Exceptional ltem(Refer Note No.9 in Schedule P) 85.80 -

Loss Before Tax 545.08 356.50

Provision for Taxation

a. Current Tax

b. Fringe Benefit Tax -- 0.75

c. Deferred Tax Liability (24.99) (45.62)

d. IncomeTax/FBTof earlieryears 0.86 2.92

Loss for the year carried to Balance Sheet 520.95 314.55



DIVIDEND

In view of the unavailability of the profit, your Directors express their inability to recommend any dividend for the year.

BUSINESS OPERATIONS

During the year under review your Company has achieved a gross income of Rs.833.57 Lakhs as against Rs.259.26 Lakhs in the previous year and suffered a loss of Rs.520.95 Lakhs as against the loss of Rs.314.55 Lakhs during the previous year.

The new management has taken a number of steps to improve the performance of the Company. The number of cases treated (both inpatients and outpatients) has increased considerably. New experienced doctors were inducted and it is yielding good results. New Doctors in the fields of Nephrology, Ortho, Renal Transplant, Master Health Check up, Blood Storage facility were inducted. The Hospital Tariff was increased marginally which has improved the income level to certain extent. Major repairs and renewals to the hospital buildings to face-lift the entire environment and repairs and renewals to the hospital equipments, purchase of latest bio-medical equipments to replace the old machines are the causes for the high expenditure.

Your management felt the urgent need to strengthen the marketing and sales. To achieve this, your management has initiated new marketing techniques based on the current trends which is yielding positive signs.

The management has initiated various steps to bring into operation the total capacity of 80 beds. At present on an average of 70-80% of the beds are occupied. It is expected that the full capacity will be utilized in the coming periods. Further, the management has taken various steps to bring into fold number of Third Party Administrators to attract more patients and this has resulted in positive results in earning revenue. New lines of treatment which were introduced to improve the overall performance have yielded good results.

EXCEPTIONAL ITEM

During the year the company has entered into a compromise settlement with a former Director and her relative as per which both the parties to the agreement have agreed to withdraw all the cases/claim including those which were pending before various judicial forums. As per the agreement, the company has agreed to pay a sum of Rs.100 Lakhs to the said parties in full and final settlement of the various claims made by them in the previous years against the company. Pursuant to the above, the company has written off a sum of Rs.185 Lakhs due from the above parties in the Accounts of the year.

FUTUREOUTLOOK

There is continuous growth in the Health and Healthcare Sectors. It grows with the growth of the population. By inducting experienced consultant doctors in various fields and strengthening of existing facilities it is expected that the performance of the hospital will improve substantially. The management is focusing its attention to further strengthen its infrastructure and other facilities. Much scope is expected in the overall performance and revenue generation.

OPPORTUNITES AND THREATS

Opportunities are plenty due to increasing population, Governmental Health Insurance Schemes and the emergence of India as a medical tourism destination. Sophisticated equipments, links to other medical centers and the ability to treat a complex range of ailments are providing plenty of opportunities for the growth of the industry. The need for speciality hospitals by the people is gradually increasing. Threat of stiff competition by the hospitals situated adjacent to your hospital is the cause for decrease in the margins. Strict enforcement of reducing the operational cost is expected to overcome this threat.

RISKS AND CONCERNS

Non availability of super speciality medical consultants will lead to slow growth.

With the advantages of an excellent location supported by the existing senior consultants, your company is confident of continuing to grow. The inadequate focus on continued academic and research particularly in the field which is witnessing rapid strides in diagnostic technologies, new molecules for varied ailments, sub-specialisation needs and better knowledge sharing methodologies are the areas of concern for the industry.

CORPORATE GOVERNANCE

The Company is observing the Corporate Governance and a separate report on Corporate Governance forms part of this Annual Report. The Company has appointed Independent Directors to fulfill the requirements of Corporate Governance.

DIRECTORS

During the year Messers T.V.Venkataraman and Dr. Venkatawami are retiring by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment. The Board met 6 times on 27.04.2009, 27.07.2009, 29.08.2009, 29.09.2009, 28.10.2009 and 29.01.2010.

AUDIT COMMITTEE

The Company has constituted Audit Committee and the following are the members:

Mr.T.V. Venkataraman-Chairman, Mr.A.N.Radhakrishnan, Dr.S.Kameswaran and Dr. R.Venkataswami as Members. The Committee met 5 times on 27.04.2009, 27.07.2009, 29.08.2009, 28.10.2009 and 29.01.2010.

DUES TO SSI

During the year under review, there are no outstanding dues amounting to or exceeding Rs. 1,00,000/- to any Small Scale Industrial Units by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material deviation therefrom.

(b) Reasonable and prudent accounting policies have been applied in the preparation of the financial statements, that they have been consistently applied and that reasonable prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2010 and of the Loss for the year ended on that date.

(c) 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.

(d) The financial statements have been prepared on a going concern basis. PUBLIC DEPOSITS

Your Company has not accepted or renewed deposits during the year and there are no public deposits fallen due for payment and claimed but not paid as on 31st March, 2010. The total amount of deposit outstanding as at 31 st March, 2010 was Rs. 120.35 lakhs..

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has substantially complied with all applicable Environmental Laws and Labour Laws. PERSONNEL

A statement concerning employees as required by Section 217(2A) of the Companies Act, 1956 is attached to this report.

AUDITORS

M/s.VarmaandVarma, Chartered Accountants, Chennai-600020, the auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

EXPLANATION TO AUDITORS COMMENTS

Reply to qualification given by the auditors in the Auditors Report:

Auditors Qualification: Para 4(a) of the Auditors Report:

"We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit expect as stated in Note No. 1b, Balances of Loans and Advances, Sundry Debtors, Creditors and some of the Bank Balances are subject to confirmation.

Managements Reply: The Management is in the process of obtaining confirmation of balances.

Auditors Qualification: Para 4 of the Annexure to the Auditors Report:

In our opinion and according to the information and explanations given to us, the internal control procedures for purchase of pharmacy and other consumables and fixed assets and for sale of goods and services requires to be strengthened.

Managements Reply: The Internal Control Procedure is being strengthened wherever required.

Auditors Qualification: Para 9(a) of the Annexure to the Auditors Report:

There has been delays in depositing undisputed statutory dues including Provident Fund,

Income-Tax and Property Tax with the appropriate authorities during the year.

Managements Reply: Due to funds crunch there were some delays.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be disclosed under the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this Report. (Annexure-1)

ACKNOWLEDGEMENTS

We are thankful to our Bankers for the cooperation and assistance extended by them. The Board places on record their thanks to the shareholders and the patient public for the confidence reposed by them in the Company and their appreciation for the services and untiring efforts of the Doctors and Employees at all levels, which has helped the Company to run its affairs smoothly.

ON BEHALF OF THE BOARD

Place: Chennai

Date: 25.08.2010 A.N. RADHAKRISHNAN

CHAIRMAN