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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Dr. Agarwal's Eye Hospital Ltd.

Mar 31, 2025

The Board of Directors ("Board") have pleasure in presenting the thirty-first Annual Report of the Company together with
the audited financial statements for the year ended March 31, 2025

Performance:

The highlights of the financial performance of your company are as under:

Particulars	March 31, 2025	March 31 2024
VIII Other Comprehensive Income Items that will not be reclassified to profit or loss
(a) Remeasurements of the defined benefit liabilities / (asset)	0.22	0.05
(b) Income tax relating to items that will not be reclassified to profit or loss	(0.06)	(0.01)
Total other comprehensive (loss) / income for the year	0.16	0.04
IX Total comprehensive income for the year (VII VIII)	54.81	46.40

Particulars	March 31, 2025	March 31 2024
I Revenue from Operations	397.15	319.30
II Other Income	5.09	4.97
III Total Income (I II)	402.24	324.27
IV Expenses Purchases of Stock-in-trade	43.11	35.95
Changes in inventory of stock- in-trade	(1.16)	(2.25)
Employee benefit expense	78.32	63.78
Finance costs	13.44	7.17
Depreciation and amortization expense	39.45	26.61
Other expenses	158.58	130.76
Total expenses	331.54	262.02
V Profit before tax (III-IV)	70.70	62.25
VI Tax expense (a) Current tax (including prior years)	15.81	16.22
(b) Deferred tax	0.24	-0.33
VII Profit for the Year (V-VI)	54.65	46.36

Course of business and outlook /
business performance

During the year under review, the company had clocked
a turnover of Rs. 397.15 crores, as compared to Rs. 319.30
crores in the previous financial year. The profit before tax
is at Rs. 70.70 crore as compared to last year''s profit before
tax of Rs. 62.25 crore.

Share Capital

The authorized equity share capital as on March 31, 2025,
was Rs. 20 crores divided into 2 crores equity shares of Rs.
10 each. The paid up equity share capital as on March 31,
2025, was Rs. 4.7 crore divided into 0.47 crore equity shares
of Rs. 10 each. There has been no increase in the paid-up
share capital of the Company during the financial year.

Particulars of Subsidiaries, Associates
and Joint venture Companies

The Company has no Subsidiaries, Associates and Joint
ventures during the financial year 2024-25.

Dividend

The Board has recommended a dividend of Rs. 3.50 per
equity share of face value of Rs. 10 each as final dividend.

Interim Dividend

During the financial year 2024-25, the Board in their meeting
held on October 29, 2024, declared an interim dividend of
Rs. 2.50 per equity share of Rs. 10 and the same was credited
on November 21, 2024.

Meetings

During the financial year, the Board of the Company met
four (4) times. The details regarding the board meetings and
committee meetings are given separately in the report on
corporate governance as Annexure V to this report. The gap
intervening between two meetings of the Board is within
the stipulated time frame prescribed in the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Transfer to Reserves:

During the year under review, no amount has been
transferred to the general reserve of the Company.

Deposits:

The Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014 during the
said financial year.

Material changes and commitments
affecting the financial position of
the company between the end of the
financial year and the date of the report:

There are no material changes and commitments affecting
the financial position of the Company between the end of
the financial year and the date of this report.

Particulars of loans, guarantees or
investments:

The company has neither given any loans or guarantees nor
made any investments as covered under the provisions of
section 186 of the Companies Act, 2013, during the financial
year 2024-25.

Internal Control Systems and their
Adequacy:

The company has an adequate system of internal control
in place, which has been designed to provide reasonable
assurance with regard to maintaining proper accounting
controls, monitoring the operations, protecting assets
from unauthorized use or losses, compliance with
regulation and for ensuring reliability of financial reporting.
The internal audit function is carried out by independent
firm of Chartered Accountants. The scope and authority
of the internal audit is defined by the Audit Committee.
The internal audit reports are placed before the Audit
Committee for its review and the internal auditors attend
the Audit Committee meetings.

Directors / Key Managerial Personnel:

In accordance with Section 152 of the Companies Act 2013,
as per the articles of association of the Company and the
recommendation of the Board, Dr. Athiya Agarwal, WholeÂ¬
Time Director, retires by rotation at the ensuing Annual
General Meeting ("AGM"), and being eligible offers herself
for reappointment.

The following were the changes in the composition of the
Board Key Managerial Personnel during the year:

1. CA. Latha Ramanathan (DIN: 07099052) was appointed
as a Non-executive Independent Director of the
Company for a term of five (5) years with effect from
May 31,2024.

2. The term of appointment of Ms. Lakshmi Subramanian
who was appointed as an Independent Director of the
Company with effect from June 03, 2019, for a period
of five (5) years expired on June 02, 2024.

3. Mr. Shiv Agrawal (DIN: 00040199) was appointed as a
Non-executive Independent Director of the Company
for a term of five (5) years with effect from September
06, 2024.

4. The second term of five years of Mr. Sanjay Anand
who was appointed as an independent director of
the Company with effect from September 09, 2019,
expired on September 08, 2024.

5. Mr. B. Udhay Shankar, resigned from the position of
Chief Financial Officer of the Company with effect
from September 21, 2024.

6. Mr. Yashwanth Venkat was appointed as the Chief
Financial Officer of the Company with effect from
October 29, 2024.

The composition of the Board of the Company and
other details required under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are
given separately in the report on corporate governance
as Annexure V to this report.

The following are the Key Managerial Personnel (KMP)
of the Company as on March 31, 2025:

â¢ Dr. Amar Agarwal, Chairman cum Managing Director

â¢ Dr. Athiya Agarwal, Whole-time Director

â¢ Mr. Yashwanth Venkat, Chief Financial Officer

â¢ Ms. Meenakshi Jayaraman, Company Secretary and
Compliance Officer

Declaration from Independent Directors:

The Company has received necessary declaration from all
the Independent Directors of the Company under Section
149(7) of the Companies Act, 2013 read with Rule 6 of
Companies (Appointment and Qualification of Directors)
Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Further,
all the Independent Directors have confirmed that they
have registered themselves on the Independent Directors''
data bank maintained by the Indian Institute of Corporate
Affairs as mandated by Companies (Appointment and
Qualification of Directors) Rules, 2014. The Independent
Directors have complied with the code for Independent
Directors prescribed in Schedule IV to the Companies Act,
2013 and in the opinion of the Board, the Independent
Directors appointed during the year are people of integrity,
expertise and experience (including the proficiency).

Separate meeting of Independent
Directors

During the year under review, the Independent Directors
met on March 29, 2025, without the presence of NonÂ¬
independent Directors and members of the management.

Board Evaluation:

The Nomination and Remuneration Committee as well as
the Board have evaluated the performance of the Board
as a whole, various Committees and also of the individual
Directors. The manner in which the evaluation was
carried out has been disclosed in the report on corporate
governance attached to this report. A structured analysis
is done after taking into consideration the inputs received
from Directors, covering various aspects of the Board''s
functioning such as adequacy of the composition of the
Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the

performance of individual Directors including the Chairman
of the Board, who are evaluated on parameters such as
level of engagement and contribution, independence of
judgment, safeguarding the interests of the Company and
of its minority shareholders etc.

Remuneration Policy:

The Board has, on the recommendation of the Nomination
and Remuneration Committee framed a policy for selection
and appointment of Directors, KMP, senior management
personnel and their remuneration. The salient features
of the remuneration policy details are stated in the
report on corporate governance. The remuneration policy
approved by the Board is uploaded on the website of the
Company at https://dragarwals.co.in/dr-agarwals-eye-
hospital/#corporate-policies-codes

Statutory Auditors:

M/s Deloitte Haskins and Sells (Firm Reg. No 008072S)
Chartered Accountants, were appointed as the Statutory
Auditors of the Company at the 26^th AGM for the period of
five years till the conclusion of 31^st AGM of the Company.

The term of appointment of M/s. Deloitte Haskins and Sells
expires at this AGM and the Audit Committee in their meeting
held on May 28, 2025 has recommended the appointment of
S. R. Batliboi & Associates LLP (EY), Chartered Accountants,
Chennai with ICAI Registration Number FRN. 101049W/
E300004 as the Statutory Auditors of the Company and
the same has placed before the shareholders for approval
in this AGM notice. The Statutory Auditors have confirmed
that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI)
and holds a valid certificate issued by the peer review Board
of the ICAI.

The audit report for the financial year ended March 31, 2025,
does not contain any qualification, reservation or adverse
remark. Hence, there is no requirement for the Board to
provide any explanation or comment on the same. The
audit report is enclosed with the financial statements in
this Annual Report.

Cost auditor:

Pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment
Rules, 2014, the Board appointed M/s. BY & Associates, Cost
Accountant in practice (Firm Registration No: 003498) as
Cost Auditor for the financial year 2024-25. Proposal for
ratification of remuneration of the cost auditor is placed
before the shareholders.

For the financial year 2024-25, the Cost Auditors have
provided no qualification or adverse remark in the cost audit
report and provided an unmodified opinion.

Further, the Company maintains cost records as per the
provisions of Section 148(1) of the Companies Act, 2013 and
the rules and regulations made thereunder.

Annual Return:

In accordance with Sections 134(3)(a) and 92(3) of the
Companies Act, 2013 the annual return in form MGT 7 is
placed on the website at https://dragarwals.co.in/dr-
agarwals-eye-hospital/

Particulars of employees:

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013,
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are set
out in prescribed format and annexed herewith as Annexure
I to this Directors'' Report along with the statement as
required under Rule5(2)&(3)of theCompanies(Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
Further, the Annual Report and the accounts are being
sent to the Members excluding the aforesaid annexure. In
terms of Section 136 of the Companies Act, 2013, the said
annexure is open for inspection. Any shareholder interested
in obtaining a copy of the same may write to the Company
Secretary and the same will be provided free of cost to the
shareholder.

Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the
company has appointed Mr. Subramanian Chandrasekar,
Practicing Company Secretary (Membership No: FCS 6773)
to undertake the Secretarial Audit of the Company for
the financial year 2024-25. The secretarial audit report is
annexed as Annexure II to this Directors'' Report.

There are no observations in the secretarial audit report.

Management Discussion & Analysis
report:

As required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 ("Listing Regulations"),
the Management Discussion and Analysis report is annexed
as Annexure III to this Directors'' report.

Risk management:

The Company continues to have an effective risk
management process in place. The management and

the Board continuously oversees the risk management
process including identification, impact assessment and
drawing mitigation plans. The details of risks perceived by
the management are annexed as part of the Management
Discussion and Analysis report.

Significant & material orders passed by
the Regulators or Courts or Tribunals

There are no significant and material orders passed by the
Regulators or Courts or Tribunals which would impact the
going concern status of the Company.

Conservation of energy, technology
absorption

The Company is exploring new technologies and improving
the existing technologies applicable to the healthcare
business. In all its new locations, the company has been
using LED technology lamps to conserve energy as well as
costs.

Foreign exchange earnings / outgo:

Foreign Exchange Earnings: ''74,61,302 (Previous Year
'' 1,63,84,328)

Foreign Exchange Outgo: '' 1,49,33,550/- (Previous Year
'' 1,15,79,014)

Change in nature of business:

There was no change in the nature of business during the
financial year.

Details in respect of frauds reported by
Auditors under section 143(12):

During the year under review, there were no frauds reported
by the Auditors under Section 143(12), of the Companies
Act, 2013.

Information on listing with stock
exchange

The Company''s equity shares are listed at BSE Limited and
the scrip code is 526783.

Secretarial Standards

During the financial year 2024- 25, the Company has
complied with applicable secretarial standards issued by
the Institute of the Company Secretaries of India.

Insolvency and Bankruptcy Code

No application is made and no such proceedings is pending
under the Insolvency and Bankruptcy Code, 2016 during the
financial year 2024-25.

The 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

No such transactions were made during the financial year
2024-25.

Changes in accounting policies:

During the financial year 2024-25, there were no changes in
the accounting policies.

Directors'' Responsibility Statement:

In terms of Section 134 clause (c) of sub-section (3) of the
Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the
applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that were reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit or loss of the Company for the year under review.

(iii) 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 assets of the Company and for
preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a
going concern basis.

(v) The Directors had laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and operating
effectively.

(vi) The Directors had devised a proper system to ensure
compliance with the provisions of all applicable laws
and that such system were adequate and operating
effectively.

Vigil mechanism / whistle blower policy:

The Company has a vigil mechanism to deal with instances
of fraud and mismanagement, if any. The policy can
be viewed at https://dragarwals.co.in/wp-content/
uploads/2025/06/Vigil-Mechanism-Whistle-Blower-Policy.
pdf

Corporate Social Responsibility (CSR)
Committee:

The Company has constituted CSR Committee and
following are the member:

a. Dr. Athiya Agarwal -Chairperson

b. Dr. Amar Agarwal -Member

c. CA Sanjay Anand-Member*

d. CA Latha Ramanathan#

e. Mr. Shiv Agrawal$

*Till September 08, 2024.

#From July 25, 2024

$ From October 29, 2024

The CSR policy is available on the Company''s website and
can be viewed at https://dragarwals.co.in/wp-content/
uploads/2024/07/CORPORATE-SOCIAL-RESPONSIBILITY-
CSR-POLICY-1.pdf

The Company has incurred an expenditure amounting
to Rs. 99,68,658/- by way of contribution towards CSR
responsibilities. The report on the same for the financial
year 2024-25 is given in annexure IV forming part of this
Directors'' report.

Report on Corporate Governance:

A report on corporate governance as well as a certificate
from a Practicing Company Secretary confirming the
compliance with the conditions of the corporate governance
are annexed as annexure - V to this Directors'' Report.

Disclosure under the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

The Company has in place an anti-sexual harassment policy
in line with the requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. An Internal Complaints Committee
(ICC) has been setup by the Company to redress complaints
received regarding sexual harassment.

All employees (permanent, contractual, temporary,
trainees) are covered under this policy. No complaints were
received or disposed off during the financial year 2024-25.

Employee Relations:

Employee relations throughout the year were harmonious.
The board wishes to place on record its sincere appreciation
of the devoted efforts of all the employees in advancing
the company''s vision and strategy to deliver another record
performance.

Related party transactions:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the
ordinary course of the business, and the details of the same are furnished under notes on account and also annexed as
Annexure VI to this Directors'' Report in form AOC-2. There are no materially significant related party transactions made
by the company with promoters, directors, key managerial personnel or other designated personnel or other designated
persons, which may have potential conflict with interest of the company at large. The Board of the Company has, on the
recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related
parties, in compliance with the applicable provisions of the Companies Act 2013, and the Rules there under. The policy
can be viewed at https://dragarwals.co.in/wp-content/uploads/2025/02/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-
TRANSACTIONS.pdf

The Code requires obtaining pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of
Company''s shares by the Directors and the designated persons while in possession of unpublished price sensitive
information in relation to the Company and during the period when the trading window is closed.

Annexure particulars

Annexures forming part of this Directors'' Report

The following annexures referred in this report and other information which are required to be disclosed are attached and
forms an Integral part of this Directors'' report

1. Information required under section 197 of the Companies Act, 2013

2. Secretarial Audit Report

3. Management Discussions and Analysis Report

4. Report on Corporate Social Responsibility Activities

5. Report on Corporate Governance

6. Form AOC-2

Acknowledgements:

The Board wish to place on record their appreciation for the continuous support received from the members, customers,
suppliers, various statutory bodies of the Government of India and the Company''s employees at all levels.

By order of the Board
For Dr. Agarwal''s Eye Hospital Ltd.

Sd/-

Dr. Amar Agarwal

Chairman cum Managing Director
DIN:00435684

Place: Chennai
Date: 28-05-2025

Mar 31, 2024

The Board of Directors have pleasure in presenting the thirtieth annual report of the Company together with the audited financial statements for the year ended March 31, 2024

PERFORMANCE:

The highlights of the financial performance of your company are as under

Particulars	March 31 2024	March 31 2023
I Revenue from Operations	319.30	267.1
II Other Income	4.97	1.55
III Total Income (I II)	324.27	269.65
IV Expenses	35.95
Purchases of Stock-in-trade	35.95	30.68
Changes in inventory of stock- in-trade	(2.25)	(0.87)
Employee benefit expense	63.78	53.26
Finance costs	7.17	6.87
Depreciation and amortization expense	26.61	20.18
Other expenses	130.76	110.13
Total expenses	262.02	220.25
V Profit before tax (III-IV)	62.25	49.40
VI Tax expense (a) Current tax (including prior years)	16.22	12.33
(b) Deferred tax	-0.33	0.15
VII Profit for the Year (V-VI)	46.36	36.92
VIII Other Comprehensive Income Items that will not be reclassified to profit orloss	(0.05)
(a) Remeasurements of the defined benefit liabilities / (asset)	(0.05)	(0.48)

Particulars	March 31 2024	March 31 2023
(b) Income tax relating to items that will not be reclassified to profit orloss	0.01	0.13
Total other comprehensive (loss) / income for the year	(0.04)	(0.35)
IX Total comprehensive income for the year (VII VIII)	46.40	36.57

COURSE OF BUSINESS AND OUTLOOK / BUSINESS PERFORMANCE

During the year under review, the company had clocked a turnover of Rs.319.30 crores, as compared to Rs. 267.1 crore in the previous financial years. The profit before tax is at Rs.62.25 crore as compared to last year''s profit before tax of Rs. 49.40 crore.

SHARE CAPITAL

The authorized equity share capital as on March 31, 2024 was Rs. 20 crore divided into 2 crores equity shares of Rs. 10 each. The paid up equity share capital as on March 31, 2024 was Rs. 4.7 crore divided into 0.47 crore equity shares of Rs. 10 each. There has been no increase in the paid up share capital of the Company during the financial year.

PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIES

The Company has no Subsidiaries, Associates and Joint ventures during the financial year 2023-24.

DIVIDEND

The Board of Directors have recommended a dividend of Rs. 2.5 per equity share of face value of Rs. 10 each as final dividend.

INTERIM DIVIDEND

During the financial year 2023-24, the Board of Directors in their meeting held on October 20, 2023, declared an interim dividend of Rs. 2.50 per equity share of Rs. 10 and the same was credited on November 15, 2023.

MEETINGS

During the financial year, the Board of Directors of the Company met four (4) times.The details regarding the board meetings and committee meetings are given separately in the report on corporate governance as Annexure V to this report. The gap intervening between two meetings of the Board is within the stipulated time frame prescribed in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the general reserve of the Company.

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 2023-24.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an adequate system of internal control in place, which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, protecting assets from unauthorized use or losses, liance with regulation and for ensuring reliability of financial reporting. The internal audit function is carried out by independent firm of Chartered Accountants. The scope and authority of the internal audit is defined by the audit committee. The internal audit reports are placed before the audit committee for its review and the internal auditors attends the audit committee meetings.

DIRECTORS / KEY MANAGERIAL PERSONNEL:

In accordance with Section 152 of the Companies Act

2013, as per the articles of association of the Company and the recommendation of the Board of Directors, Dr. Adil Agarwal, non-executive non-independent director, retires by rotation at the ensuing annual general meeting, and being eligible offers him self for reappointment.

The term of appointment of Ms. Lakshmi Subramanian who was appointed as an independent director of the Company with effect from June 03, 2019 for a period of five (5) years expires on June 03, 2024.

The composition of the Board of Directors of the Company and other details required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 aregiven separately in the report on corporate governance as Annexure V to this report.

The following are the Key Managerial Personnel (KMP) of the Company as on March 31, 2024:

â¢ Dr. Amar Agarwal, Managing Director

â¢ Mr. B. Udhay Shankar, Chief Financial Officer

â¢ Ms. Meenakshi Jayaraman, Company Secretary and Compliance Officer

DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the independent directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, all the independent directors have confirmed that they have registered themselves on the independent directors'' data bank maintained by the Indian Institute of Corporate Affairs as mandated by Companies (Appointment and Qualification of Directors) Rules,

2014. The independent directors have complied with the code for independent directors prescribed in Schedule IV to the Companies Act, 2013 and in the opinion of the Board, the independent directors appointed during the year are persons of integrity, expertise and experience (including the proficiency).

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the independent directors met on January 18, 2024 without the presence of non-independent directors and members of the management.

BOARD EVALUATION:

The nomination and remuneration committee as well as the board have evaluated the performance of the board as a whole, various committees and also of the individual directors. The manner in which the evaluation was carried out has been disclosed in the corporate governance report attached to this report. A structured analysis is done after taking into consideration the inputs received from directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the board and its Committees, board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual directors including the chairman of the board, who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and of its minority shareholders etc.

REMUNERATION POLICY:

The Board has, on the recommendation of the nomination andremuneration committee framed a policy for selection and appointment of directors, key managerial personnel,senior management personnel andtheir remuneration. The salient features of the remuneration policy details are stated in the corporate governance report. The remuneration policy approved by the Board of Directors is uploaded on the website of the Company https://www.dragarwal.com/for-investors-dr-agarwals-eye-hospital-ltd/

STATUTORY AUDITORS:

M/s Deloitte Haskins and Sells (Firm Reg. No 008072S) Chartered Accountants,were appointed as the statutory auditors of the Company at the 26th annual general meeting for the period of five years till the conclusion of 31st annual general meeting of the Company. The auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer review Board of the ICAI.

The audit report for financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The audit report is enclosed with the financial statements in the annual report.

COST AUDITOR:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the board of directors appointed M/s. BY & Associates, Cost Accountant in practice (Firm Registration No: 003498) as cost auditorfor the financial year 2023-24. Proposal for ratification of remuneration of the cost auditor is placed before the shareholders.

ANNUAL RETURN:

In accordance with Sections 134(3)(a) and 92(3) of the Companies Act, 2013 the draft annual return in form MGT 7 is placed on the website at https://www. dragarwal.com/for-investors-dr-agarwals-eye-hospital-ltd/

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are being annexed as partof the annual report as Annexure I to this report.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Subramanian Chandrasekar, Practicing Company Secretary (Membership No: FCS 6773) to undertake the secretarial audit of the Company for the financial year 2023-24. The secretarial audit report is annexed as annexure II to this report.

MANAGEMENT RESPONSES TO OBSERVATION IN SECRETARIAL AUDIT REPORT:

As per Regulation 31 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall ensure that hundred percent of shareholding of promoters and promoter group is in dematerialized form and the same is maintained on a continuous basis in the manner as specified by the Board. Whereas, the promoter/promoter group shareholding is not held hundred percent in dematerialized form. 6,700 shares are held by two promoter/promoter group namely Ms. Sunita Agarwal and Mr. Pankaj Sondhi who hold 6,600 shares and 100 shares respectively, in physical form.

MANAGEMENT RESPONSE:

The Company has taken necessary steps to dematerialize the 6,700 equity shares of the Company

held by Promoters/Promoters group, namely Ms. Sunita Agarwal and Mr. Pankaj Sondhi who hold 6,600 shares and 100 shares respectively, in physical form. The Promoters/promoters group shareholders have opened demat accounts and the said shares shall be dematerialized in first quarter of FY 2024-25.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), the management discussion and analysis report is annexed as Annexure III to this report.

RISK MANAGEMENT:

The Company continues to have an effective risk management process in place. The management and the board continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the management are annexed as part of the management discussion and analysis report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The Company is exploring new technologies andimproving the existing technologies applicable to the healthcare business. In all its new locations, the company has been using LED technology lamps to conserve energy as well as costs.

FOREIGN EXCHANGE EARNINGS / OUTGO:

Foreign Exchange Earnings: INR 1,63,84,328/-(Previous Year Nil)

Foreign Exchange Outgo: INR 1,15,79,014/-(Previous Year INR 88,04,921)

CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business during the financial year.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no frauds reported by the auditors under Section 143(12) of the Companies Act,2013.

INFORMATION ON LISTING WITH STOCK EXCHANGE

The Company''s equity shares are listed on BSE Limited and the scrip code is 526783.

SECRETARIAL STANDARDS

During the year 2023-2024, the Company has complied with applicable secretarial standards issued by the Institute of the Company Secretaries of India.

INSOLVENCY AND BANKRUPTCY CODE

No application is made or no such proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-2024.

THE 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 No such transactions were made during the financial year 2023-2024.

CHANGES IN ACCOUNTING POLICIES:

During the year 2023-2024, there were no changes in the accounting policies.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have beenfollowed.

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) 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 assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) 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 effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequat e and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The policy can be viewed at https://www.dragarwal.com/ for-investors-dr-agarwals-eye-hospital-ltd/

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Company has constituted CSR Committee and following are the member:

a. Dr. Athiya Agarwal -Chairperson

b. Dr. Amar Agarwal -Member

c. CA Sanjay Anand-Member

The CSR policy is available on the company''s website and can be viewed at https://www.dragarwal.com/ for-investors-dr-agarwals-eye-hospital-ltd/

The Company has incurred an expenditure amounting to Rs. 63,48,404 by way of contribution towards CSR responsibilities. The report on the same for the financial year 2023-24 is given in annexure IV forming part of this report.

REPORT ON CORPORATE GOVERNANCE:

A report on corporate governance as well as acertificate from a practicing company secretary confirming the compliance with the conditions of the corporate governance are annexed as annexure - V to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup by the Company to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received or disposed off during the financial year 2023-24.

EMPLOYEE RELATIONS:

Employee relations throughout the year were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all the employees in advancing the company''s vision and strategy to deliver another record performance.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business, and the details of the same are furnished under notes on account and also annexed as annexure VI in form AOC-2. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designatedpersonnel or other designated persons, which may have potential conflict with interest of the company at large. The board of directors of the Company has, on the recommendation of the audit committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, and the Rules there under. The policy can be viewed at https://www.dragarwal.com/for-investors-dr-agarwals-eye-hospital-ltd/

PREVENTION OF INSIDER TRADING:

The Company has adopted a code for prevention of insider trading with a view to regulate trading in securities by the directors and designated persons ofthe Company. The policy can be viewed at https:// www.dragarwal.com/for-investors-dr-agarwals-eye-hospital-ltd/

The Code requires obtaining pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed.

ANNEXURES FORMING PART OF THIS REPORT OF THE DIRECTORS:

The following annexures referred in this report and other information which are required to be disclosed are attached and forms an Integral part of this report

1. Information required under section 197 of the Companies Act, 2013

2. Secretarial Audit Report

3. Management Discussions and Analysis Report

4. Report on Corporate Social Responsibility Activities

5. Corporate Governance Report

6. Form AOC-2

ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, various statutory bodies of the Government of India and the company''s employees at all levels.

By order of the Board For Dr. Agarwal''s Eye Hospital Ltd.

Sd/-

Dr. Amar Agarwal

Chairman cum Managing Director DIN: 00435684

Place: Chennai Date: 25.04.2024

Mar 31, 2023

Your Directors have pleasure in presenting before you the Twenty Ninth Annual Report of the Company together Audited Financial Statements for the yearended March 31, 2023

PERFORMANCE:

The highlights of the financial performance of your company are as under

Particulars	March 31 2023	March 31 2022
I Revenue from Operations	267.89	201.21
II Other Income	1.76	1.26
III Total Income (I II)	269.65	202.47
IV Expenses
Purchases of Stock-in-trade	30.68	23.67
Changes in inventory of stock- in-trade	(0.87)	(0.81)
Employee benefit expense	53.26	38.51
Finance costs	6.87	6.23
Depreciation and amortization expense	20.18	20.39
Other expenses	110.13	82.17
Total expenses	220.25	170.16
V Profit before tax (III-IV)	49.40	32.31
VI Tax expense (a) Current tax (including prior years)	12.33	8.21
(b) Deferred tax	0.15	-
VII Profit for the Year (V-VI)	36.92	24.10
VIII Other Comprehensive Income Items that will not be reclassified to profit orloss
(a) Remeasurements of the defined benefit liabilities / (asset)	(0.48)	(0.79)

Particulars	March 31 2023	March 31 2022
(b) Income tax relating to items that will not be reclassified to profit orloss	0.13	0.20
Total other comprehensive (loss) / income for the year	(0.35)	(0.59)
IX Total comprehensive income for the year (VII VIII)	36.57	23.51

COURSE OF BUSINESS AND OUTLOOK / BUSINESS PERFORMANCE

During the year under review, the company had clocked a turnover of Rs.267.89, as compared to Rs. 201.21 crore in the previous financial year. The Profit before tax is at Rs. 49.40 crore as compared to last year''s profit before tax of Rs. 32.31 crore.

The Authorized Equity Share Capital as on March 31, 2023 was Rs. 20 crore and the paid up Equity share capital, as on March 31, 2023 was Rs. 4.70 crore. The company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIES

The Company has no Subsidiaries, Associates and Joint ventures during the financial year 2022-23.

DIVIDEND

Board has recommended a dividend of Rs. 3/- per equity share of Rs.10/- each fully paid-up, (30%) for the financial year 2022-23 subject to approval of the Members at the ensuing Annual General Meeting.

MEETINGS

During the financial year, the Board of Directors of the Company duly met 5 (Five) times on May 4, 2022, June 23, 2022, August 04, 2022, November 07, 2022 and January 21,2023. The details of the meetings held and the composition of the Audit Committee are given in the Corporate Governance Report. The meetings of the Board were held periodically and 120 days has not lapsed between two meetings as prescribed under section 173 (1) of the Companies Act 2013.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve during the year.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees and made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year -2022-23.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an adequate system of internal control in place, which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulation and for ensuring reliability of financial reporting. The Internal Audit function is carried out by an independent firm of Chartered Accountants. The scope and authority of the Internal Audit is defined by the Audit Committee. The Internal Audit Reports are placed before the Audit Committee for its review and the Auditors attends the Audit Committee meetings.

DIRECTORS / KEY MANAGERIAL PERSONNEL:

During the year under review, Dr. Amar Agarwal and Dr. Athiya Agarwal were reappointed as Managing Director and Whole-Time Director respectively for a period of three years with effect from 1st October 2022 vide special resolutions dated 14th September 2022 passed by the shareholders.

CA Balakrishnan Venkatraman, who was appointed as an Independent Director for a term of five (5) years on the Board w.e.f. June 23, 2022 was regularized vide

resolution dated 14th September 2022 passed by the shareholders.

In accordance with Section 152 of the Companies Act 2013 and as per the Articles of Association of your Company, Dr. Athiya Agarwal, Whole-time Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers herself for being re-appointed. The Board recommends for her reappointment.

Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act,2013.

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report. In terms of requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has identified core skills, expertise and competencies of the Directors in the context of the healthcare businesses for effective functioning, which are detailed in the Corporate Governance Report.

DECLARATION FROM INDEPENDENT DIRECTORS:

BOARD EVALUATION:

The Nomination & Remuneration committee as well as the board have evaluated the performance of the board as a whole, various committees and also of the individual directors. The manner in which the evaluation was carried out has been disclosed in the Corporate Governance Report attached to this report. A structured analysis is done after taking into consideration the inputs received from Directors, covering various aspects of the Board''s functioning such as adequacy of the composition

of the Board and its Committees, Board culture, Execution and Performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and of its minority shareholders etc.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The salient features of the Remuneration Policy details are stated in the Corporate Governance Report. The Remuneration Policy approved by the Board of Directors is uploaded on the website of the Company https://www.dragarwal.com/wp-content/ uploads/2021/10/NOMINATION-AND REMUNERATION-POLICY.pdf

STATUTORY AUDITORS:

M/s. Deloitte Haskins and Sells (Firm Reg. No 008072S) Chartered Accountants, were appointed as the Statutory Auditors of the Company in the 26th Annual General Meeting for the period of five years and to hold office till the conclusion of 31st Annual General Meeting of the Company.

The Auditors'' Report for Financial Year ended 31st March 2023 does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The Auditors'' Report is enclosed with the financial statements in the Annual Report the same is self-explanatory.

COST AUDITOR:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is required to maintain Cost audit records and accordingly such accounts and records are made and maintained. Based on the recommendation of the Audit Committee, your Board of Directors at its meeting held on 04th August 2022, appointed M/s. BY & Associates, Cost Accountants in practice (Firm Registration No: 003498) as Cost Auditor, for conducting the Cost Audit for the year 2022-23 and the remuneration payable to the Cost Auditor

is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s. BY & Associates, Cost Accountant is included at Item No. 4 of the Notice convening this Annual General Meeting.

ANNUAL RETURN:

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return in Form MGT 7 shall be placed on the website of the company at www.dragarwal.com after the conclusion of the 29th Annual General Meeting. Copy of the Annual Return filed during the year under review is available in the website of the Company https://www.dragarwal.com/wp-content/ uploads/2022/12/MGT-7-Annual-Return-2021-22.pdf

PARTICULARS OF EMPLOYEES:

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ms. V Vasumathy, Practicing Company Secretary (Membership No: FCS 5424) to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit report is annexed as Annexure-II to this report.

MANAGEMENT RESPONSES TO OBSERVATION IN SECRETARIAL AUDIT REPORT:

The Secretarial Auditor in their report made the following observation:

As per Regulation 31 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall ensure that hundred percent of shareholding of promoter(s) and promoter group is in dematerialized form and the same is maintained on a continuous basis in the manner as specified by the Board. Whereas, the promoter / promoter group shareholding is not held hundred percent in dematerialized form. 6,700 shares are held by two promoter / promoter group namely Ms. Sunita Agarwal and Mr. Pankaj Sondhi who hold 6,600 shares and 100 shares respectively, in physical form.

MANAGEMENT RESPONSE:

The Company is constantly taking all efforts to dematerialize the 6,700 equity shares of the Company held by Promoters / Promoters group, namely Ms. Sunita Agarwal and Mr. Pankaj Sondhi who hold 6,600 shares and 100 shares respectively, in physical form.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is annexed as Annexure- III to this report.

RISK MANAGEMENT:

Your Company continues to have an effective Risk Management process in place. The management and the Board continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

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

The Company is exploring new technologies and improving the existing technologies applicable to the Healthcare Business. In all its new locations, the company has been using LED technology lamps to conserve energy as well as costs.

FOREIGN EXCHANGE EARNINGS / OUTGO:

Foreign Exchange Earnings: Rs. Nil (Previous Year Nil) Foreign Exchange Outgo: Rs. 88,04,921 (Previous Year Rs. 89,98,715).

CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business during the financial year.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no frauds reported by the auditors under Section 143(12) of the Companies Act,2013.

INFORMATION ON LISTING WITH STOCK EXCHANGE:

The Company''s equity shares are listed on BSE Limited and the scrip code is 526783.

SECRETARIAL STANDARDS:

During the year 2022-2023, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

No such application is made or no such proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the year 2022-2023.

THE 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: No such transactions were made during the financial year 2022-23.

CHANGES IN ACCOUNTING POLICIES:

During the year 2022-2023, the Company has changed its method of depreciation from its existing method of written down value for certain categories of assets to straight line method taking into account its reassessment of the expected pattern of economic benefits from those assets and the details of the same are furnished under notes on account forming part of the Financial Statements.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(iii) 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 assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) 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 effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The details of the Policy is posted on the website of the Company www.dragarwal.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Company has constituted CSR Committee and following are the members: -

a. Dr. Athiya Agarwal -Chairperson

b. Dr. Amar Agarwal -Member

c. CA Sanjay Anand-Member (From 26/04/2022)

The CSR policy pursuant to the provisions of Section 135 of the Companies Act, 2013 is available in your company''s website www.dragarwal.com. Your Company has incurred an expenditure amounting to Rs. 43,20,707/-. by way of contribution towards CSR responsibilities (please refer to the CSR Annual Report annexed as Annexure).

The Company''s total spending on CSR is 2% of the average net profit for the immediately preceding three financial years. The report on CSR activities is given in Annexure IV forming part of this Report.

REPORT ON CORPORATE GOVERNANCE:

A report on Corporate Governance as well as a certificate from a Practicing Company Secretary confirming the compliance with the conditions of the Corporate Governance are annexed as Annexure-V to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received or disposed off during the financial year 2022-23.

EMPLOYEE RELATIONS:

Employee relations throughout the year were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all the employees in advancing the company''s vision and strategy to deliver another record performance.

RELATED PARTY TRANSACTIONS:

2. There are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated Personnel or other designated persons, which may have potential conflict with interest of the company at large. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, and the Rules there under. This policy was considered and approved by the Board has been uploaded on the website at www.dragarwal. com

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code for Prevention of Insider Trading with a view to regulate trading in recurities by the Directors and designated persons of the Company.

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase

or sale of Company shares by the Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

ANNEXURE PARTICULARS

ANNEXURES FORMING PART OF THIS REPORT OF THE DIRECTORS:

The following annexures referred in this report and other information which are required to be disclosed are attached and forms an Integral part of this report

1. Information required under section 197 of the Companies Act, 2013

2. Secretarial Audit Report

3. Management Discussions and Analysis Report

4. Report on Corporate Social Responsibility Activities

5. Corporate Governance Report

6. Form AOC-2

ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, various statutory bodies of the Government of India and the company''s employees at all levels.

Mar 31, 2018

The Directors have pleasure in presenting before you the Twenty Fourth Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2018

PERFORMANCE:

The highlights of the financial of your company are as under: Rs. in Lakhs

Particulars		March 31, 2018	March 31,2017
I	Revenue from Operations	15,332.13	14,854.19
II	Other Income	230.00	165.35
III	Total Income (I II)	15,562.13	15,019.54
IV	Expenses
	Purchases of Stock-in-trade	1,896.47	1,751.75
	Changes in inventory of stock-in-trade	(81.82)	72.52
	Employee benefit expense	3,198.03	3,249.33
	Finance costs	259.04	333.30
	Depreciation and amortisation expense	978.18	874.18
	Other expenses	7,976.14	7,640.98
	Total expenses (IV)	14,226.04	13,922.06
V	Profit before tax (III-IV)	1,336.09	1,097.48
VI	Tax expense
	(a) Current tax (including prior years)	644.35	460.00
	(b) Deferred tax	14.22	(96.35)
		658.57	363.65
VII	Profit for the Year (V-VI)	677.52	733.83
VIII	Other Comprehensive Income
	Items that will not be reclassified to profit or loss
	(a) Remeasurements of the defined benefit liabilities / (asset)	(38.19)	(40.75)
	(b) Income tax relating to items that will not be reclassified to profit or loss	11.12	14.10
	Total other comprehensive (loss) / income for the year	(27.07)	(26.65)
IX	Total comprehensive income for the year (VII VIII)	650.45	707.18

Note:-The company has implemented IND AS wef 01/04/2017 with a transition date of 01/04/2016 . Consequently, results for the financial year ended 31/03/2018 have been prepared in accordance with Ind AS prescribed under section 133 of the CA 2013 and other accounting principles generally accepted in India The previous year figures have been reclassified to conform to Ind AS presentation requirement

COURSE OF BUSINESS AND OUTLOOK / BUSINESS PERFORMANCE

During the year under review, the company had achieved a turnover of Rs.153 crores, as compared to Rs. 149 crores in the previous year''s financial years. The profit before tax at Rs.13.36 crores as compared to last year''s profit of 10.97 Crore. We were able to make significant improvements in key business parameters relating to Margins, Costs, Working Capital management and Finance Charges. Over the past few years, we have made sustained efforts to improve competitiveness through a number of initiatives. Most of these have reached maturity. The steady improvement over the past few years and the positive results during the year is a result of these initiatives.

DIVIDEND

Your Directors recommend a dividend of 12 % on the paid up equity share capital of your Company, for the financial year ended 31^st March 2018 exclusive of dividend distribution tax, which will result in the out flow of Rs.56.4 lacs.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve during the year.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees and made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the said financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

DIRECTORS / KEY MANAGERIAL PERSONNEL:

In accordance with Section 152 of the Companies Act 2013 and as per the Articles of Association of your Company, Dr. Athiya Agarwal, Whole Time Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers herself for being re-appointed. The Board recommends for her re-appointment.

During the year under review, Ms. Hema Nagarajan, the Company Secretary had resigned from the services on 31^st May 2017.

Mr. S. Lakshmi Narasimhan was appointed as Company Secretary effective 22^nd November 2017.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report.

BOARD EVALUATION

The nomination & remuneration committee as well as the board have reviewed the evaluation of performance of the baord as a whole, various committees and also of the individual directors. The manner in which the evaluation was carried out has been disclosed in the CGR attached to this report. The Board carries out the annual performance evaluation of its own performance, of the Directors individually as well as the evaluation of working of its various Committees. A structured analysis is done after taking into consideration the inputs received from Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, Execution and Performance of specific duties, obligations and governance. A separate exercise is carried out to evaluate the performance of individual Directors including the Chairman of the Board, who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and of its minority shareholders etc.

COST AUDITOR:

Pursuant to Section 148 of the Companies Act 2013, read with relevant rules, and based on the Audit Committee, the Board of Directors approved the appointment of Mr.P. Raju Iyer (Membership No 6987) as the Cost Auditor of the Company for the Financial Year 2017-18.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-I to this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are being annexed as part of the Annual Report as Annexure-II to this report.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary (Membership No: FCS 3942) to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit report is annexed as Annexure- III to this report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements ) Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure - IV to this report.

RISK MANAGEMENT:

Your Company continues to have an effective Risk Management. The management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

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

The Company is exploring new technologies and improving the existing technologies applicable to the Hospital Business. In all its new locations, the company has been using LED technology lamps to conserve energy as well as costs.

FOREIGN EXCHANGE EARNINGS / OUTGO:

Foreign Earnings : Nil (Previous Year Rs.6.53 lakhs on account of services rendered)

Foreign Outgo : Rs.270.74 lakhs (Previous Year Rs.264.24 lakhs) towards Purchase of Consumables.

DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) 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 effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Vigil Mechanism / Whistle Blower Mechanism

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The details of the Policy is posted on the website of the Company.

Corporate Social Responsibility (CSR) Committee

The Company has constituted CSR Committee and following are the members:-

a Dr. Athiya Agarwal- Chairperson

b Dr.Amar Agarwal, Member

c. CA Sanjay Anand- Member

The CSR policy pursuant to the provisions of Section 135 of the Companies Act, 2013 is available in your company''s website www.dragarwal.com. Your Company has incurred expenditure amounting to Rs.9.80 lakhs by way of contribution towards CSR responsibilities (please refer details as per annexure).

The Company''s total spending on CSR is 2% of the average net profit for the immediately preceding three financial years.

The report on CSR activities is given in Annexure V forming part of this Report.

Report on Corporate Governance

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18

a. No. of complaints received : Nil

b. No of complaints disposed off : NA

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company''s vision and strategy to deliver another record performance.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. 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 potential conflict with interest of the company at large. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, and the Rules there under. This policy was considered and approved by the Board has been uploaded on the website at www.dragarwal.com

ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS:

The following annexures referred in this report and other information which are required to be disclosed are attached and forms an Integral part of this report

ANNEXURE PARTICULARS

I Extract of Annual Return (MGT 9)

II Information required under section 197 of the Companies Act, 2013

III Secretarial Audit Report

IV Management Discussions and Analysis Report

V Report on Corporate Social Responsibility Activities

VI Corporate Governance Report

ACKNOWLEDGEMENTS:

For and on behalf of the Board

Sd/-

Place: Chennai DR AMAR AGARWAL

Date: May 28, 2018 Chairman Cum Managing Director

Mar 31, 2017

The Directors have pleasure in presenting before you the Twenty Third Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2017.

PERFORMANCE:

The highlights of the financial of your company are as under:

Rs.in Lakhs

Particulars	March 31, 2017	March 31,2016
Gross Income	14,885.84	13,683.72
Profits before depreciation and interest	2181.24	1,464.32
Depreciation	874.18	1,138.11
Interest	326.74	374.36
Profit before Tax	980.32	(48.15)
Net Tax Expense / (credit)	323.11	(51.82)
Profit After Tax	657.21	3.67
Balance of Profit brought forward	1238.11	1,272.00
Profit available for appropriations	1895.32	1,275.67

COURSE OF BUSINESS AND OUTLOOK / BUSINESS PERFORMANCE

During the year under review, the company had achieved a turnover of Rs.149 crores, which is an increase of approximately 9% on the previous yearâs turnover of Rs.137 crores. The profit before tax at Rs.9.8 crores as compared to last yearâs loss of Rs. (0.48) Crore. We were able to make significant improvements in key business parameters relating to Margins, Costs, Working Capital management and Finance Charges. These have helped us improve profitability and Cash flows. Over the past few years we have made sustained efforts to improve competitiveness through a number of initiatives. Most of these have reached maturity. The steady improvement over the past few years and the positive results during the year is a result of these initiatives.

Dividend

Your Directors recommend a dividend of 15 % on the paid up equity share capital of your Company, for the financial year ended 31st March, 2017 (previous year 8%) exclusive of dividend distribution tax, which will result in the out flow of Rs.70.50 lacs.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve during the year.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

ASSOCIATES

We work very closely with our Business associates namely - Customers, Suppliers, Distributors, Bankers, Service providers and many specialist Consultants. This has developed into rewarding and close relationships with all of them, which helps us in day-to-day operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees and made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the said financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an adequate system of internal control in place which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

DIRECTORS / KEY MANAGERIAL PERSONNEL:

In accordance with Section 152 of the Companies Act 2013 and as per the Articles of Association of your Company, Dr.Athiya Agarwal, Whole Time Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers herself for being re-appointed. The Board recommends for her re-appointment.

During the year under review, Mr.S.Ramanujam, the Company Secretary superannuated on 31^st October 2016 ,The board placed its warm gratitude for the dedicated services rendered by him.

Mrs.Hema Nagarajan was appointed as Company Secretary effective 1st November 2016.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirement Regulations) to the extent applicable, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The Directors held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

The Board carries out the annual performance evaluation of its own performance, of the Directors individually as well as the evaluation of working of its various Committees. A structured analysis is done after taking into consideration the inputs received from Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, Execution and Performance of specific duties, obligations and governance. A separate exercise is carried out to evaluate the performance of individual Directors including the Chairman of the Board,who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and of its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors is carried out by the Independent Directors who also review the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the Non-Independent directors and the Chairman. Post the separate meeting of the Independent Directors, collective feedback of each of the Independent Directors was discussed by the Chairman of the said meeting.

AUDITORS AND AUDITORSâ REPORT:

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) were appointed as the statutory auditors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 10/09/2015 to hold office from the conclusion of the 21^st AGM till conclusion of the 26^th AGM .As per provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at every AGM. Accordingly, ratification of the members is being sought for appointment of statutory auditors and fixing of their remuneration as per the proposal setout at item no. 4 of the Notice. The Board commends the Resolution at item No. 4 for approval by the Members. The auditorâs report is self explanatory.

COST AUDITOR:

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-I to this report.

PARTICULARS OF EMPLOYEES:

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942) to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit report is annexed as Annexure- III to this report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure - IV to this report.

RISK MANAGEMENT:

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

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

FOREIGN EXCHANGE EARNINGS / OUTGO:

Foreign Earnings : Rs.6.53 lakhs (Previous Year Rs.Nil) on account of services rendered.

Foreign Outgo : Rs.264.24 lakhs (Previous Year Rs.168.17 lakhs) towards Purchase of Consumables.

DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) 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 effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Vigil Mechanism / Whistle Blower Mechanism

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The details of the Policy is posted on the website of the Company.

Corporate Social Responsibility (CSR) Committee

The Company has constituted CSR Committee and following are the members:-a Dr. Athiya Agarwal- Chairperson b CA Sanjay Anand- Member c Dr. Adil Agarwal- Member d Dr. Anosh Agarwal- Member

The CSR policy pursuant to the provisions of Section 135 of the Companies Act, 2013 is available in your companyâs website www.dragarwal.com. Your Company has incurred expenditure amounting to Rs.5.70 lakhs by way of contribution to National Prime Ministerâs Relief fund, towards CSR responsibilities.

The Companyâs total spending on CSR is 2% of the average net profit for the immediately preceding three financial years.

The report on CSR activities is given in Annexure V forming part of this Report.

Report on Corporate Governance

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

a. No. of complaints received : Nil

b. No of complaints disposed off : NA

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the companyâs vision and strategy to deliver another record performance.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. 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 potential conflict with interest of the company at large. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, and the Rules there under. This policy was considered and approved by the Board has been uploaded on the website at www.dragarwal.com

ACKNOWLEDGEMENTS:

For and on behalf of the Board

Sd/-

Place: Chennai DR AMAR AGARWAL

Date: May 23, 2017 Chairman Cum Managing Director

Mar 31, 2016

DIRECTORSâ REPORT

The Directors have pleasure in presenting before you the Twenty Second Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2016.

PERFORMANCE:

The highlights of the financial of your company are as under: (Rs. In Lakhs)

Particulars	March 31,2016	March 31,2015
Gross Income	13,683.72	11,837.50
Profits before depreciation and interest	1,464.32	1,472.71
Depreciation	1,138.11	615.60
Interest	374.36	320.85
Profit before Tax	(48.15)	536.26
Net Tax Expense / (credit)	(51.82)	(33.54)
Profit After Tax	3.67	569.80
Balance of Profit brought forward	1,272.00	801.57
Profit available for appropriations	1,275.67	1,371.37
Appropriations:
Dividend (inclusive of dividend tax)	45.25	67.68
Transfer to General Reserve	-	8.00
Additional depreciation on fixed asset	(7.69)	23.69
Balance carried forward to Balance Sheet	1,238.11	1,272.00

COURSE OF BUSINESS AND OUTLOOK:

During the year under review, the company had achieved a turnover of Rs.137 Crore as compared to Rs.118 Crore in the last year, a growth of around 16 % over previous year. The profit / (Loss) before tax was (Rs. 0.48) Crore as compared to Rs.5.36 Crore in the previous year, largely due to significant investments in upgradation of its centres resulting in increased depreciation, further compounded by unprecedented monsoon in the geographies where the company operates. Your Company enjoys a loyal clientele and the company is taking various steps to increase through various Marketing / Branding initiatives and the Directors are confident that the operations in the current year will be much better.

DIVIDEND:

Your Directors recommend a dividend of 8 % for the financial year ended 31^st March, 2016 (12 % previous year) exclusive of dividend distribution tax, which will result in the out flow of Rs.0.38 Crore.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve during the year.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees and made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the said financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company''s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) and the policy there of is adequate with respect to the operations of the Company. A statement pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

DIRECTORS / KEY MANAGERIAL PERSONNEL:

Dr. Adil Agarwal and Dr. Anosh Agarwal retire by rotation and being eligible offers themselves for re-appointment. The Directors recommend for their re-appointment.

Both of them got re-designated as Non-Executive Directors with effect from May 1, 2016. There has been no change in the Key Managerial Personnel during the year.

Pursuant to the terms of appointment, the offices of Dr. Amar Agarwal and Dr. Athiya Agarwal will expire on September 30 2016 respectively. As recommended by the Nomination and Remuneration Committee, the Board re-appointed Dr. Amar Agarwal and Dr. Athiya Agarwal as Chairman and Managing Director and Whole-Time Director respectively for a period of 3 years, subject to the approval of the shareholders. The information on the particulars of Directors eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement Regulations), 2015 has been provided in the notes to the notice convening the Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION:

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the separate meeting of the Independent Directors, collective feedback of each of the Independent Directors was discussed by the Chairman of the said meeting.

VIGIL MECHANISM:

As per Section 177 of the Companies Act, 2013, your company had established the vigil mechanism and the same is available in the company''s website.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to section 205C of the Companies Act, 1956, your company has transferred a sum of Rs.1,89,696 being unclaimed final dividend for the year 2007-08.

AUDITORS AND AUDITORSâ REPORT:

M/s Deloitte Haskins & Sells, Chartered Accountants, Chennai, Statutory Auditors of the Company hold office up to the conclusion of the 26^th Annual General Meeting who were appointed at the 21^st Annual General Meeting to hold office until 26^th Annual General Meeting. Your company seeks ratification of the appointment of Statutory Auditors at the ensuing Annual General Meeting.

There are no disqualifications, reservations or adverse remarks in the Auditors'' Report.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the relevant Rules, and based on the recommendation of the Audit Committee, the Board of Directors approved the appointment of Mr. P Raju Iyer (Membership No:6987) as the Cost Auditor of the Company for the Financial Year 2015-16.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-I to this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 and Section 197 read with Rule 12 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are being annexed as part of the Annual Report as Annexure-II to this report.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary ( Membership No: FCS 3942) to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit report is annexed as Annexure-III to this report.

There are no disqualifications, reservations or adverse remarks made by the Secretarial Auditor in his Report.

RISK MANAGEMENT POLICY:

Your Company has an effective Risk Management Policy. The management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

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

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16

a. No. of complaints received: NIL

b. No of complaints disposed off: NA

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is exploring new technologies and improving the existing technologies applicable to the Hospital Business. The Company is engaged in conducting continuous research and development programs and has over a period, developed an excellent team of highly skilled ophthalmic specialists and surgeons.

FOREIGN EXCHANGE EARNINGS / OUTGO:

Foreign Earnings : Rs.Nil (Previous Year Rs.Nil)

Foreign Outgo : Rs.330.65 Lakhs (Previous Year Rs.310.20 lakhs) towards import of equipments and Consultancy / Other Expenses

DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) 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 effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

EMPLOYEE RELATIONS:

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted CSR Committee and following are the members

a Dr. Athiya Agarwal- Chairman

b CA Sanjay Anand- Member

c Dr. Adil Agarwal- Member

d Dr. Anosh Agarwal- Member

The CSR policy pursuant to the provisions of Section 135 of the Companies Act, 2013 is available in your company''s website www.dragarwal.com http://www.dragarwal.com/. The provisions of CSR is applicable to the company with effect from the current financial year and accordingly, the company needs to expend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility activities amounting to Rs.9 Lakhs. The Company has incurred expenditure amounting to Rs.10 lakhs by way of contribution to National Prime Minister''s Relief fund, towards CSR responsibilities.

The report on CSR activities is given in Annexure IV forming part of this Report

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. 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 potential conflict with interest of the company at large. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, and the Rules there under. This policy was considered and approved by the Board has been uploaded on the website at www.dragarwal.com

CORPORATE GOVERNANCE:

Your Company has been complying with the principles of good Corporate Governance practices over the years. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements Regulations) 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C , D and E of Schedule V shall not apply to the Company. However, the Company has generally complied with the Corporate Governance requirements to the extent applicable and a report on Corporate Governance is annexed.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements Regulations) Regulations 2015, the Management Discussion and Analysis Report is annexed here with and form a part of this Annual Report.

ACKNOWLEDGEMENTS:

For and on behalf of the Board

Sd/-

Place: ChenniB Dr. Amar Agarwal

Date : May 19, 2016 Chairman Cum Managing Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the TWENTY FIRST ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

PERFORMANCE:

The highlights of the financials of your company are as under:

Rs. (In Lakhs) Rs. (In Lakhs)

Particulars 31.03.2015 31.03.2014

Gross Income 12006.16 11593.94

Profits before depreciation and interest 1472.72 1322.06

Depreciation 615.61 604.88

Interest 320.85 345.48

Profit before Tax 536.26 371.70

Provision for taxation (33.54) 128.63

Profit After Tax 569.80 243.07

Balance of Profit brought forward 801.57 635.70

Profit available for appropriations 1371.37 878.78

Appropriations:

Dividend (inclusive of dividend tax) 67.68 69.21

Transfer to General Reserve 8.00 8.00

Additional depreciation on fixed asset 23.69 NIL

Balance carried forward to Balance Sheet 1272.00 801.57

The company proposes to transfer an amount of Rs. 8 lakhs to the General Reserves. An amount of Rs. 1272 Lakhs (Previous year 801.57 Lakhs) is proposed to be retained in the statement of Pro fit and Loss.

COURSE OF BUSINESS AND OUTLOOK:

During the year under review, the company had achieved a turnover of Rs. 120.06 Crore as compared to Rs. 115.93 Crore in the previous year, a growth of around 3.5%. The profit before tax was Rs. 5.36 Crore as compared to Rs. 3.71 Crore in the previous year, a growth of 44.5% over the previous year. This should be considered in the backdrop of severe competition from new stand alone clinics. Your Company enjoys a loyal clientele and the company is taking various steps to increase this base by improving additional facilities in the Hospital. The Company has upgraded a number of procedures to advanced state-of-the art facilities as part of its customer centric policy.

DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 12 % for the financial year ended 31st March, 2015 (at par with the previous year). The Dividend will result in the out flow of Rs. 0.68 Crore inclusive of dividend distribution tax.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees or made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the said financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee.

Based on the report of internal audit, department heads undertake corrective action in their respective areas and thereby strengthen the controls.

SHIFTING OF REGISTERED OFFICE:

The Company had shifted its Registered Office to the new premises at 3rd floor , Buhari Towers, No.4, Moores Road, Off Greams Road, Chennai - 600 006 with effect from 10th September 2014.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):

Dr. Athiya Agarwal retires by rotation and being eligible offers herself for re-appointment. The Directors recommend Dr. Athiya Agarwal for re-appointment.

Mr. Prabhat Toshniwal and Dr. Jasvinder Saroya, both independent directors resigned from the Board on March 28, 2015 and March 30, 2015 and the same were accepted by the Board. The Board hereby places on record invaluable contributions made by them during their tenure.

During the year under review the following Directors/ KMPs were appointed:

Date of appointment Name Designation

09.09.2014 Mr. Sanjay Anand Independent Director

28.05.2014 Mr. S Ramanujam Company Secretary

28.05.2014 Mr. R. Sabesan Chief Financial Officer

The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees.

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on a questionnaire and feedback from all the Directors on the Board as a whole as well as Committees including self-evaluation. Directors held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the separate meeting of the Independent Directors, collective feedback of each of the Independent Directors was discussed by the Chairman of the said meeting.

VIGIL MECHANISM:

As per Section 177 of the Companies Act, 2013, your company had established a vigil mechanism and the same is placed in the company's website.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to section 124 of the Companies Act, 2013 (erstwhile Section 205C of the Companies Act, 1956), your company has transferred a sum of Rs. 2,70,157.50 being unclaimed final dividend for the year 2006-07.

AUDITORS:

M/s M. K Dandeker & Co, Chartered Accountants, (Firm Reg.No.000679S) the existing Auditors of the Company have expressed their unwillingness to continue as auditors and pursuant to the recommendation of the Audit Committee and Board of Directors, M/s Deloitte Haskins and Sells , Chartered Accountants (Firm Reg. No. 008072S) is proposed to be appointed as Statutory Auditors for a period of Five Years commencing from the conclusion of 21st Annual General Meeting subject to the approval of shareholders.

AUDITORS' REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers in the Auditors' Report. COST AUDITOR:

Pursuant to Section 148 of the Companies Act, 2013 read with the relevant Rules, and based on the recommendation of the Audit Committee, Mr. P Raju Iyer (Membership No:6987) is appointed as Cost Auditor of the Company for the Financial Year 2014-15.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith. (Refer Annexure - I)

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. N.K Bhansali Practicing Company Secretary (Membership No: FCS 3942) to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit report is annexed in MR-3 Form. (Refer Annexure - III)

RISK MANAGEMENT POLICY:

Your Company has an effective Risk Management Policy. The management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the management are annexed as part of the Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 and Rule 12 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are being annexed as part of the Annual Report. (Refer Annexure - II)

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

Your Company has adopted a policy for prevention of sexual harassment in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. A Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

a. No. of complaints received: NIL

b. No of complaints disposed off: NA

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

1. Installations of Capacitors etc. are being done on an on-going basis to improve power factor so as to reduce Consumption.

2. The Company is exploring new technologies and improving the existing technologies applicable to the Hospital Business

3. The Company is engaged in conducting continuous research and development programs and has over a period, developed an excellent team of highly skilled Ophthalmic specialists and surgeons.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) 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 assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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 effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company's vision and strategy to deliver another record performance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is in process of constituting CSR committee and formulating a CSR policy pursuant to the provisions of Section 135 of the Companies Act, 2013 as it is applicable from 1st April 2015. Even though the provision of CSR is not applicable for the year under review, the Company strives to engage in CSR activities on the highest possible standards. Around 800 free eye screening camps were conducted in rural and urban areas to help those who have limited access to eye care and over 50,000 people were screened for vision disorder. Programs were conducted for creating eye care awareness, utilizing occasions such as World Diabetes Day, World Sight Day as medium to convey the message. Continuous medical education programmes were organized for various medical practitioners to create awareness regarding the advancement in Ophthalmology.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were at arm's length basis and were in the ordinary course of the business. 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 potential conflict of interest with the company at large. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This policy was considered and approved by the Board and has been uploaded on the website at www.dragarwal.com

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2015 duly certified by the auditors of the company is annexed. A report on Corporate Governance is given under separate section titled "Corporate Governance Report" and forms part of the Annual Report.

The Management Discussion and Analysis Report also form part of the Annual Report.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for the support and co-operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of our employees. On behalf of all the company's stakeholders who benefit from the hard work of the employees, the Board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board Sd/-

Place: Chennai Dr.Amar Agarwal Date : May 26, 2015 Chairman Cum Managing Director

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting the TWENTIETH ANNUAL REPORT and that of the Auditors Report together with the audited Balance Sheet as at 31st March 2014 and the Profit and Loss account for the year ended on that date.

PERFORMANCE

The financial results for the year ended 31st March 2014 are as under:

Rs. (In Lakhs)

31.03.2014 31.03.2013

Income 11593.94 10972.95

Profits before depreciation and interest 1322.06 1332.84

Depreciation 604.88 535.21

Interest 345.48 354.22

Profit before Tax 371.70 443.42

Provision for taxation 128.63 129.47

Profit After Tax 243.07 313.96

Balance of Profit brought forward 635.70 392.50

Profit available for appropriations 878.78 706.46

Appropriations:

Dividend (inclusive of dividend tax) 69.21 62.76

Transfer to General Reserve 8.00 8.00

Balance carried forward to Balance Sheet 801.57 635.70

COURSE OF BUSINESS AND OUTLOOK

During the year under review, the company had achieved a turnover of Rs. 115.94 Crore as compared to Rs. 109.73 crore in the last year. The profit before tax was Rs. 3.71 Crore as compared to Rs. 4.43 Crore in the previous year. This should be considered in the backdrop of severe competition from new stand alone clinics. Your Company enjoys a loyal clientele and the company is taking various steps to increase this base by improving various additional facilities in the Hospital. The Company has improved on all technological fields. The Directors are confident that the operations in the current year will be much better.

FIXED DEPOSIT:

The company has not accepted any fixed deposit during the year.

DIVIDEND

The Directors recommend a dividend of 12% exclusive of dividend tax for the financial year ended 31st March 2014.

DIRECTORS

Dr. Adil Agarwal and Dr. Anosh Agarwal retire by rotation and are eligible for re-appointment. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to section 205C of the Companies Act, 1956, your company has transferred a sum of Rs. 140162/- being unclaimed final dividend for the year 2005-06.

AUDITORS

The auditors of the Company M/s. M. K. Dandeker & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITOR''S REPORT:

The report of Auditors and Notes forming part of Accounts are attached along with the Annual Report. There is no qualification in the Audit Report and Notes are self-explanatory.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees, attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

1. Installations of Capacitors etc. are being done on an on-going basis to improve power factor so as to reduce Consumption.

2. The Company is exploring new technologies and improving the existing technologies applicable to the Hospital Business

3. The Company is engaged in conducting continuous research and development programs and has over a period, developed an excellent team of highly skilled Ophthalmic specialists and surgeons.

FOREIGN EXCHANGE EARNINGS / OUTGO:

Foreign Earnings : Rs. 23.36 Lakhs towards surgeries and management consultancy charges.

Foreign Outgo : NIL

DIRECTORS'' RESPONSIBILITY STATEMENT:

Directors hereby declare:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period ;

iii. that the directors had taken 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 subject to the inherent limitations that should be recognized in weighing the assurance ;

iv. that the directors had prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the certificate issued by M/S N.K.BHANSALI & CO., Company Secretary in whole time Practice is attached to the Report.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company''s vision and strategy to deliver another record performance.

CORPORATE SOCIAL RESPONSIBILITY- SERVICE TO COMMUNITY

Legacy is continued in contributing back to society in many ways. Various programs were conducted for creating awareness on eye care, utilizing occasions like World Diabetes Day, World Sight Day as medium to convey the message. Over 20,000 students were screened for vision disorder in free eye screening camps conducted in various public schools. Approximately 750 free eye screening camps were conducted in rural areas to help those who have limited access to eye care. The scientific congress organized for different medical fraternity highlighted the advancement in Ophthalmology propelled the awareness across all segments of society. Working with people... for people... because Dr.Agarwal''s believes in...Vision is Life.

VOLUNTARY DELISTING OF SHARES FROM MADRAS STOCK EXCHANGE

The Madras Stock Exchange Ltd, vide their letter dated 3rd February 2014 had approved for voluntary delisting of equity shares of your Company from the Exchange based on our application.

COMPLIANCE OF MINIMUM PUBLIC SHAREHOLDING

At the Extra Ordinary General Meeting held on June 25, 2013, members approved the Employee Stock Purchase Scheme (ESPS 2013) for employees. At the EGM, members approved the issue of 2,00,000 Equity Shares of Rs. 10/- each to the employees at a premium of Rs.66 per share and in accordance with SEBI approval letter ref.CFD/PK//AT/OW/11408/2013 dated May 14, 2013. The Company further received trading approvals from BSE vide Notice No. 2013022-18 dated 22nd October, 2013 and Madras Stock Exchange vide their letter MSE/LD/PSK/738/306/13 dated 23rd October, 2013. The Company also received confirmation from NSDL and CDSL. Consequence to the completion of ESPS, the Company had complied with the Minimum Public Shareholding requirements under Clause 40A of the Listing Agreement.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2014 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for the support and co-operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of our employees. On behalf of all the company''s stakeholders who benefit from the hard work of the employees, the Board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board Sd/-

Place: Chennai Dr.Amar Agarwal

Date : 27.05.2014 Chairman Cum Managing Director

Mar 31, 2013

The Directors have the pleasure in presenting the NINETEENTH ANNUAL REPORT and that of the Auditors together with the audited Balance Sheet as at 31st March 2013 and the Profit and Loss account for the year ended on that date.

PERFORMANCE

The financial results for the year ended 31s'' March 2013 are as under:

Rs. (In Lakhs)

31.03.2013 31.03.2012

Income 10972.95 10568.29

Profits before depreciation and interest 1332.84 1300.21

Depreciation 535.21 568.57

Interest 354.22 439.36

Profit before Tax 443.42 292.28

Provision for taxation 129.47 132.43

Profit After Tax 313.96 159.85

Balance of Profit brought forward 392.50 232.65

Profit available for appropriations 706.46 392.50

Appropriations:

Dividend (inclusive of dividend tax) 62.76

Transfer to General Reserve 8.00

Balance carried forward to Balance Sheet 635.70 392.50

COURSE OF BUSINESS AND OUTLOOK

During the year under review, the company had achieved a turnover of Rs. 109.73 crore as compared to Rs. 105.68 crore in the last year. The profit before tax was Rs 4.43 crore as compared to Rs. 2.92 crore in the previous year, which is 34% growth over the previous year level. The board of directors have planned to consolidate and improve the growth of existing hospitals for the current year.

FIXED DEPOSIT:

The company has not accepted any fixed deposit during the year.

DD/IDEND

The Directors recommended a dividend of 12% exclusive of dividend tax for the financial year ended 31st March 2013.

DIRECTORS

Dr. Athiya Agarwal and Mr. M R G Appa Rao retire by rotation and are eligible for re- appointment.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to section 205C of the Companies Act, 1956, your company has transferred a sum of Rs. 182133/- being unclaimed final dividend for the year 2004-05.

AUDITORS

The auditors of the Company M/s.M. K. Dandeker & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees, attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Significant measures are being taken to reduce energy consumption by using energy-efficient equipment. The Company has brought effective eye care based on international standards within the reach of every individual. The Company is engaged in conducting continuous research and development programs and has over a period, developed an excellent team of highly skilled Ophthalmic specialists and surgeons.

FOREIGN EXCHANGE EARNINGS/OUTGO:

Foreign Earnings : Rs. 178.46 Lakhs towards training and

management consultancy charges.

Foreign Outgo : Rs. 14.10 Lakhs towards foreign travel.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Directors hereby declare:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

iii) that the directors had taken 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 subject to the inherent limitations that should be recognized in weighing the assurance;

iv) that the directors had prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the certificate issued by M/S N.K.BHANSALI & CO., Company Secretary In whole time Practice is attached to the Report.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company''s vision and strategy to deliver another record performance.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility is part of our service that is beyond serving the needy in this neighborhood. Following legacy, the gained knowledge and expertise surgical skills are shared with peers and trained to aspirants.

Eye Care was extended as service to society through more than 4000 public screening programs involving - screening for eye related problems with technical counseling and bringing awareness on impact of life style disease on eye and other eye ailments. More than 3.5 lakh people were screened including the children which contributed about 20% of screening.

The marked days of health calendar like Cataract Awareness Month, Eye Donation Awareness Fortnight, World Glaucoma Week, World Sight Day were utilized in creating awareness thought multidimensional promotional activities, The awareness program conducted in schools and educational institutes will benefit them in many ways and fulfill our aim of extending clear vision.

Legacy''s belief in knowledge dissemination is carried out through different types of scientific programes. The attendance of the delegates in conference like Indian Intra ocular implant & Refractive Society (IIIRSI) or Reticon or Kalpavriksha highlights the wide acceptance of the program and benefits gained by them. The monthly Continued Medical Education (CME) at regional level is contributing to peer''s practice and acquaintance with global trend in eye care.

With all efforts on safety, research and advancement in eye care, we strive to move beyond the business and add many colours to many lives, because ''Vision is Life''.

MINIMUM PUBLIC SHAREHOLDING (MPS)

In order to achieve MPS at 25%, the Company has sought approval of the Securities Exchange Board of India ( SEBI) to adopt Employees Stock Purchase Scheme (ESP Scheme) and SEBI vide its letter dated 14lh May, 2013 acceded to the request of proposed ESP Scheme for meeting compliance with (MPS).The Board of Directors of the Company has also approved the ESP Scheme in the board meeting held on 27th May, 2013 and the Company has called for an Extra Ordinary General Meeting on 25th June, 2013 to obtain approval of the shareholders for the ESP Scheme.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31 /03/2013 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for the support and co operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of our employees. On behalf of all the company''s stakeholders who benefit from the hard work of the employees, the Board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board

Sd/-

Place: Chennai Dr.Amar Agarwal

Date : 27.05.2013 Chairman Cum Managing Director

Mar 31, 2012

The Directors have the pleasure in presenting the EIGHTEENTH ANNUAL REPORT and that of the Auditors together with the audited Balance Sheet as at 31st March, 2012 and the Profit and Loss account for the year ended on that date.

PERFORMANCE

The financial results for the year ended 31st March, 2012 are as under:

Rs. (In Lakhs)

31.03.2012 31.03.2011

Income 10568.29 10421.60

Profits before depreciation and interest 1322.70 1389.20

Depreciation 570.48 601.51

Interest 459.94 426.13

Profit before Tax 292.28 361.56

Provision for taxation 132.43 156.62

Profit After Tax 159.86 204.94

COURSE OF BUSINESS AND OUTLOOK

During the year under review, your company had achieved a turnover of Rs.105.68 crore as compared to the turnover of Rs. 104.21 crore in the last year. The profit before tax was Rs.292.28 lakhs as compared to Rs. 361.56 lakhs in the previous year. The board of directors have planned to consolidate the performance of existing hospitals for the current year.

FIXED DEPOSIT:

The company has not accepted any fixed deposit during the year.

DIVIDEND

To strengthen the reserve base and cash flows the Directors do not recommend any Dividend for the year ended 31st March, 2012.

DIRECTORS

Dr. Jasvinder Singh Saroya and Mr Prabhat Toshnival retire by rotation and are eligible for re-appointment.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to section 205C of the Companies Act, 1956, your company has transferred a sum of Rs.141894/- being unclaimed final dividend for the year 2003-04.

AUDITORS

The auditors of the Company M/s.M.K.Dandeker & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees, attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Significant measures are being taken to reduce energy consumption by using energy-efficient equipment. The Company has brought effective eye care based on international standards within the reach of every individual. The Company is engaged in conducting continuous research and development programs and has over a period, developed an excellent team of highly skilled Ophthalmic specialists and surgeons.

FOREIGN EXCHANGE EARNINGS/OUTGO:

Foreign Earnings : Rs. 148.43 Lakhs towards training and management consultancy charges.

Foreign Outgo : Rs. 177.65 Lakhs towards purchase of medical equipment and foreign travel.

DIRECTORS' RESPONSIBILITY STATEMENT:

Directors hereby declare:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period ;

iii) that the directors had taken 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 subject to the inherent limitations that should be recognized in weighing the assurance;

iv) that the directors had prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the certificate issued by M/S N.K.BHANSALI & CO., Company Secretary in whole time Practice is attached to the Report.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company's vision and strategy to deliver another record performance.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is part of corporate mission from the time of inception by extending eye care to common man in his neighbourhood with affordability.

Yearly, around 4000 such awareness programs are conducted and more than 3 Lakh people are screened for corrective measures in schools, colleges, corporate, Govt. offices and public forums.

Eye related observance day like world glaucoma day, cataract awareness month, eye donation awareness fortnight, world retina day etc... are also utilized for creating awareness through multiple level promotional activities also involving mass media (TV / Radio / News Paper).

Being one of the prime eye care institute, responsibility is also felt in imparting knowledge and experience to the aspiring Ophthalmologists through different platforms like conferences, live surgery shows, wetlab, Continued Medical Education (CME), Scientific Gathering where hands on experience and presentation skills are enhanced. More than 50 such programs are conducted yearly.

With safety, research and adding advancement to eye care listing in our responsibility agenda, we firmly believe to move beyond the business and add colours to many life, because we believe ... Vision is Life!

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2012 duly certified by the auditors of the company is annexed.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for the support and co operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of our employees. On behalf of all the company's stakeholders who benefit from the hard work of the employees, the Board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board

Sd/-

Place : Chennai Dr.Amar Agarwal

Date : 25.05.2012 Chairman Cum Managing Director

Mar 31, 2010

The Directors have the pleasure in presenting the SIXTEENTH ANNUAL REPORT and that of the Auditors together with the audited Balance Sheet as at 31st March 2010 and the Profit and Loss account for the year ended on that date.

PERFORMANCE

The financial results for the year ended 31st March 2010 are as under:

Rs. (In Lacs)

31.03.2009 31.03.2010

Income 7329.97 8889.48

Profits before depreciation and interest 968.88 1138.13

Depreciation 547.57 613.96

Interest 360.88 424.96

Profit before Tax 60.43 99.21

Provision for taxation 40.20 46.80

Profit After Tax 20.23 52.41

Provision for Dividend - 36.00

Tax on proposed Dividend - 6.12

Transfer to general Reserve - 5.00

Surplus carried to Balance Sheet 90.37 95.66

COURSE OF BUSINESS AND OUTLOOK

During the year under review, progress has continued in the companys performance. Your company had achieved a turnover of Rs.88.89 crores as compared to the turnover of Rs.73.30 crores,which is 21% growth over the previous year level. The profit before tax was Rs.99.21 lacs as compared to Rs.60.43 lacs in the previous year. The board of directors have planned to consolidate the performance of existing hospitals for the current year.

FIXED DEPOSIT:

The company has not accepted any fixed deposit during the year.

DELISTING OF EQUITY SHARES:

The Company had made an application to Madras Stock Exchange Limited for delisting of shares. The application is still pending with the exchange.

DIVIDEND

The Directors recommend a dividend of 8% exclusive of dividend tax for the financial year ended 31st March 2010 .

DIRECTORS

Dr. Athiya Agarwal, Dr.Sasikanth,R.R and Mr.M.R.G.Apparao retire by rotation and are eligible for re-appointment and Dr.Sasikanth does not seek reappointment.

Consequent to the demise of Dr.J.Agarwal, Founder and Chairman on 14.11.2009, the Board in its meeting held on 27.01.2010, appointed Dr Amar Agarwal, Managing Director as Chairman Cum Managing Director of the Company.

Dr.Ashvin Agarwal, Dr.Dipan Desai have resigned their Directorships with effect from 28.04.2010.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to section 205C of the Companies Act, 1956, your company has transferred a sum of Rs.99610/- being unclaimed final dividend for the year 2001-02.

AUDITORS

The auditors of the Company M/s.M.K.Dandeker & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company

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

Significant measures are being taken to reduce energy consumption by using energy-efficient equipment. The Company has brought effective eye care based on international standards within the reach of every individual. The Company is engaged in conducting continuous research and development programs and has over a period, developed an excellent team of highly skilled Ophthalmic specialists and surgeons.

FOREIGN EXCHANGE EARNINGS/OUTGO:

Foreign Earnings : Rs. 15.62 Lacs towards training

Foreign Outgo : Rs.159.94 Lacs towards purchase of medical equipment

DIRECTORS RESPONSIBILITY STATEMENT:

Directors hereby declare:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period ;

iii) that the directors had taken 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 subject to the inherent limitations that should be recognized in weighing the assurance ;

iv) That the directors had prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the certificate issued by M/S N.K.BHANSALI & CO., Company Secretary in whole time Practice is attached to the Report.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the companys vision and strategy to deliver another record performance.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporate governance as on 31/03/2010 duly certified by the auditors of the company is annexed (Annexure Ã B)

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for the support and co operation of all stakeholders. At the very heart of our success and our ability to deliver quality service and satisfaction is the considerable skill and motivation of our employees. On behalf of all the companys stakeholders who benefit from the hard work of the employees, the Board would like to express its sincere appreciation and gratitude.

For and on behalf of the Board

Sd/-

Place: Chennai Dr.AmarAgarwal

Date : 28.04.2010 Chairman Cum Managing Director

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