Directors Report of Lotus Eye Hospital and Institute Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 28th Annual Report of your Company together with the
audited accounts for the year ended 31st March 2025.

FINANCIAL RESULTS ^{(Rsin Lakhs)}

PARTICULARS	31.03.2025	31.03.2024
	(Current year)	(Previous year)
Income from Operations and other income	5,086.38	4951.26
Less: Expenses	4,949.10	4550.48
Add/Less: Exceptional Items	0.98	0.59
Profit /(Loss) before Tax	138.26	401.37
Less: Provision for Taxes:
Current tax	36.34	100.19
Deferred Tax	27.99	9.73
Profit / (Loss) after tax	73.93	291.45

FINANCIAL HIGHLIGHTS:

During the year under review company has increased its turnover and the company has set the path
of expansion by opening a new center at Karur. Ours is a net debt zero company. The net profit of the
company has gone down due to the expansion path as company has opened new center at Karur.

DIVIDEND:

The company has not declared any dividend during the financial year under review.

SHARE CAPITAL:

The Paid up equity share capital as on 31st March, 2025 was 2,079.63 Lakhs. During the year under
review, the Company has not issued any shares to the Shareholders. The company has neither issued
shares with differential voting rights nor granted stock options or sweat equity shares.

UNPAID DIVIDEND:

Pursuant to Section 124 of Companies Act 2013 the transfer of unclaimed dividend shall commence
from the financial year 2024-25. The data pertaining to the unpaid dividend as on 31st march 2025 is
hereby mentioned below:

Financial Year	Date of declaration of dividend	Final date of claiming dividend	Unclaimed dividend
2017-18	24-08-2018	20-010-2025	99749
2020-21	17-09-2021	17-09-2028	335508.05
2021-22	22-09-2022	22-09-2029	289225
2022-23	25-09-2023	25-09-2030	275950.50

FINANCE:

Cash and cash equivalents as at 31st March, 2025 was Rs 201.11. Lakhs. The Company continues to
focus on prudent management of its working capital, receivables, inventories and other working
capital parameters which are kept under strict check and compliance through continuous monitoring.

TRANSFER TO RESERVE:

During the financial year under review no amount was transferred to reserves
DEPOSITS:

During the year under review, your company has neither accepted nor repaid any deposits from public
covered under Sections 73 to76 or any other relevant provisions of the Act and rules framed there
under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year under review, your Company has not given any loans or guarantees covered
underthe provisions of section 186 of the Companies Act, 2013.

The details of the investments made by the company is given in the notes to the financial statements.
CORPORATE SOCIAL RESPONSIBILITIES:

During the financial year under review the provisions of Section 135 of Companies Act 2013 did not
apply. During the last financial year 2023-24 when the CSR provisions became applicable for the first
time the company has utilized an amount of Rs 50,000 as part of on-going project involving
promotion of healthcare and the remaining amount of 7,27,900 was transferred to unspent bank
account maintained with Canara bank.

DIRECTORS: %

Directors retiring by rotation:

Ms. Kavetha Sundaramoorthy (DIN:2050806, Director of the Company retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Information regarding the Directors seeking appointment/re-appointment:

Material information regarding the Directors seeking appointment /re-appointment as required by
Regulation 36 of the SEBI (LODR) Regulations, 2015 has been given in the Notice convening the
ensuing Annual General Meeting and in the Statement pursuant to Section 102 of the Act.

Declaration by Independent Directors:

All Independent Directors have given declaration that they meet the criteria of independence as laid
down under section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.

In opinion of the Board with Independent Directors possess integrity, expertise and experience
(includingthe proficiency).

Familiarisation Programme:

Your Company has adopted a policy on Familiarization programme of Independent Directors. During
the year under review one programme was conducted by the company. Details of such programme for
familiarisation of the Independent Directors are put on the website of the Company at the following
web-link: https://www.lotuseye.org/Investors.php.

Statutory Disclosure:

None of the Directors of the Company is disqualified as per the applicable provisions of the Act. A
certificate in this regard is certified by the Secretarial Auditors is attached with the Corporate
Governance Report.

BOARD EVALUATION:

The Board has carried out an evaluation of its own performance, the Directors performance
individually as well as evaluation of the working of its Audit Committee and Nomination and
Remuneration Committee internally. As part of evaluation company has distributed questionnaires to
various directors and has received their evaluation as required under law.

REMUNERATION POLICY: \

The Policy on Board Diversity and Nomination & Remuneration Policy as recommended by the
Nomination & Remuneration Committee has been approved by the Board of Directors. The said
policies are annexed to the Board''s Report and are also available on the Company''s website at the
following link: https://www.lotuseye.org/Investors.php.

MEETINGS:

During the year, four Board Meetings, four Audit Committee Meetings, one Nomination and
Remuneration Committee Meeting was convened and held. One Stakeholder Relationship Committee
Meetings for the financial year 2024-25were held. The details of there are given in the Corporate
Governance Report. The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013.

COMMITTEES OF THE BOARD:

Currently the Company has three Committees i.e. Audit Committee, Nomination and Remuneration
Committee and Stakeholders'' Relationship Committee. All the committees are Independent under the
Chairmanship of an Independent Director. The details of the compositions, terms of reference,
meetings, etc., of said Committees are given in the Report on Corporate Governance which forms part
of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) 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. Appropriate accounting policies have been selected and applied consistently, and judgments and
estimates that have been made are reasonable and prudent so as to give a true and fair view of
the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the
company and for the preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

v. Internal financial controls to be followed by the company were followed and those internal financial
controls are adequate and were operating effectively.

vi. Devised proper systems to ensure compliance with the provisions of all applicable laws and that
such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length
basis and were in the ordinary course of the business. There were no subsequent material
modifications to the existing related party transactions. There are no materially significant related party
transactions made by the company with Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the company at large. Accordingly, no
transactions are being reported in Form AOC-2 in terms of Section 134 of the Act, read with Rule 8 of
the Companies (Accounts) Rules, 2014.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would
impact the going concern status and Company''s operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the
Board and all employees in the course of day to day business operations of the company. The Company
believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form
and the Board has laid down the directives to counter such acts. The code laid down by the Board is
known as "Code of Conduct" which forms an Appendix to the Code. The Code has also been posted on
the Company''s website at the following link: https://www.lotuseye.org/lnvestors.php.

The Code lays down the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders. The Code gives
guidance through examples on the expected behavior from an employee in a given situation and the
reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
All Management Staff were given appropriate training in this regard.

KEY MANAGERIAL PERSONNEL:

The details of the Key Managerial Personnel of the Company, their appointment / cessation during the
year under review and remuneration are given in the draft Annual Return. Further the board took note
that the compliance officer is one level below the board as per the SEBI circular dated 12th Dec, 2024

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by
adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Your Company is committed to developing a culture where it is safe for any Whistle Blower to raise
concerns about any poor or unacceptable practice and any event of misconduct. The alleged misconduct
may be classified in many ways; namely, violation of a law, rule, regulation and / or a direct threat to
public interest, such as health and safety violations and corruption.

Your Company will not tolerate any form of victimization and will take appropriate steps to protect a bona
fide whistle blower and shall treat any retaliation as a serious disciplinary offence that merits disciplinary
action. The Company will protect the identity of the whistle blower, if so desired, provided that the
whistle blower will need to attend any disciplinary hearing or proceedings as may be required for
investigation of the complaint. The mechanism provides for a detailed complaint and investigation
process. If circumstances so require, the employee can make complaint directly to the Chairman of the
Audit Committee. The said mechanism can also be availed by the Directors of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in nature of business of the Company.

''Whistle Blower Policy'' of your Company is available on the website of the Company at the followin^^
link: https://www.lotuseye.org/lnvestors.php.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees 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 employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is closed.
Company has put in place pan level freezing for all designated persons so as to prohibit dealing in
shares of the company. The Board is responsible for implementation of the Code. The compliance of the
regulation and code is reviewed by the Audit committee on a regular basis.

The same Code is available in the website of your Company at the following link:
https://www.lotuseye.org/Investors.php.

All Board of Directors and the designated employees have confirmed compliance with the Code.
AUDITOR''S REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self¬
explanatory and hence, do not call for any further comments under Section 134 of the Companies Act,
2013.

AUDITORS:

M/s. Anbarasu & Jalapathi, Chartered Accountants are your statutory auditors, who shall hold office till
the conclusion of 30^th Annual General Meeting i.e., FY 2026-27.

INTERNAL AUDITORS:

CA P Vishnu Adithan, Practicing Chartered Accountant was appointed as the Internal Auditors of the
Company for the financial year 2024-25 pursuant to Section 138(1) of the Act.

SECRETARIAL AUDIT/AUDITORS:

Pursuant to provisions of section 204 of the Companies Act, 2013 read with Regulation 24A (1C) the
Board of directors have appointed Mr.P .Eswaramoorthy (CP No. 7069) Company Secretary in Practice
for a period of 5 years subject to approval of shareholders in the ensuing Annual General Meeting from
Financial year 2025-26 to 2029-30 to undertake the Secretarial Audit of the Company.

DIRECTORS & KMP:

Neitherthere was appointment northere was resignation of directors or KMP during the financial year
2024-25.

SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial
audit report. The Company Secretary in Practice has made his observation in Secretarial Audit Report.
(MR-3) which is annexed herewith as "Annexure - IV.

COST AUDIT:

The applicability of cost audit under section 148 is not applicable
DRAFT ANNUAL RETURN:

The details forming part of the draft Annual Return in form MGT-7 is posted in the website
https://www.lotuseye.org/Investors.php.

BUSINESS RISK MANAGEMENT:

The Company has a robust Risk Management plan to identify, evaluate business risks and opportunities.
This framework seeks to create transparency, minimize adverse impact on the business objectives and
enhance the Company''s competitive advantage. As part of the Risk Management framework, the
Company reviewed periodically the various risks and finalized the mitigation plans. The identified risk
areas were covered by the Internal Audit and major risks were discussed periodically. Since company is
governed by NBEMS the company has a risk management plan for each and every department.

PARTICULARS OF EMPLOYEES:

Statements containing the details as required in terms of the provisions of Section 197 of the Act read
with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are attached to this Report as Annexure -I.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part
of this Report, is set out as separate Annexure, together with the Certificate from the Auditors of the
Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. (Refer "Annexure - II" and
"Annexure - III"

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
a) Conservation of Energy:

Steps taken for conservation	The operation of the Company being service related requires normal consumption of electricity. The Company is taking every necessary step to reduce the consumption of energy.
Steps taken for utilizing alternate sources of energy	Nil
Capital investment on energy conservation equipments	In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipments.

b) Technology Absorption:

Efforts made for technology absorption	Nil
Benefits derived	Nil
Expenditure on Research & Development, if any	Nil
Details of technology imported, if any	Nil
Year of import	Nil
Whether imported technology fully absorbed	Nil
Areas where absorption of imported technology has not taken place, if any	Nil

c) Foreign Exchange Earnings/ Outgo (Rs. In Lakhs):

Earnings	Nil
Outgo	Nil

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

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There are no
complaints received by the company during the financial year 2024-25.. Company has carried out an
awareness program for all its woman employees regarding their various rights under the Act while
working in an organization.

The Company has complied with the provisions of the Maternity Benefits Act, 1961.

INSOLVENCY AND BANKRUPTCY CODE 2016:

There was no application made under the Insolvency and Bankruptcy Code 2016 during the financial
year under purview.

FRAUDS UNDER SECTION 143(12) REPORTED BY STATUTORY AUDITORS:

There were no instances of fraud reported during the financial year 2024-25 by the statutory auditors.
COMPLIANCE WITH SECRETARIAL STANDARDS:

Company is in compliance with secretarial standards issued by the Institute of Company Secretaries of
India.

LISTING WITH STOCK EXCHANGES:

The company has listed its equity shares in Bombay Stock Exchanges and National Stock Exchanges.
QUALIFICATION ADVERSE REMARKS RESERVATIONS BY AUDITORS IF ANY:

There are no Qualification, Adverse Remarks Reservations by statutory Auditors in the Independent
Auditors Report and secretarial auditors in the Independent Auditors Report.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

Your Company has put in place, well defined and adequate Internal Control System and Internal
Financial Control (IFC) mechanism commensurate with size, scale and complexity of its operations to
ensure control of entire business and assets. The functioning of controls is regularly monitored to
ensure their efficiency in mitigating risks. A comprehensive internal audit department functions in
house to continuously audit and report gaps if any, in the diverse business verticals and statutory
compliances applicable.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

A Business Responsibility And Sustainability Report describing the initiatives taken by the Company
from an environmental, social and governance perspective, as required in terms of the provisions of
Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Since
the compliance is on voluntary basis and the company does not fall under the threshold for mandatory
compliance company is not obliged to annex the same with the annual report.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company,
Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff at all levels for their
continuous cooperation and assistance.

For and on behalf of the Board

Place: Coimbatore (Sd/-)

Date: 29.05.2025 Ms. Sangeetha Sundaramorthy

Managing Director

---

Mar 31, 2024

Your directors have pleasure in presenting the 27th Annual Report of your Company together with the audited accounts for the year ended 31st March 2024.

FINANCIAL RESULTS		(Rs. in Lakhs)
PARTICULARS	31.03.2024	31.03.2023
	(Current year)	(Previous year)
Income from Operations and other income	4951.26	4818.94
Less: Expenses	4550.48	4253.55
Add/Less: Exceptional Items	0.59	(0.18)
Profit/(Loss) before Tax	401.37	565.21
Less: Provision for Taxes:
Current tax	100.19	141.01
Deferred Tax	9.73	16.45
Profit / (Loss) after tax	291.45	407.75

FINANCIAL HIGHLIGHTS:

During the year under review company has increased its turnover and the company has set the path of expansion by opening a new center at saravanampatti. Ours is a net debt zero company. The net profit of the company has gone down due to the expansion plans such as renovation of Salem and Tirupur centers as well as opening of new branch at saravanampatti.

DIVIDEND:

The company declared a final dividend of Rs 0.50 in the Annual General Meeting held on 25th September 2023.

SHARE CAPITAL:

The Paid up equity share capital as on 31st March, 2024 was 2,079.63 Lakhs. During the year under review, the Company has not issued any shares to the Shareholders. The company has neither issued shares with differential voting rights nor granted stock options or sweat equity shares.

UNPAID DIVIDEND:

Pursuant to Section 124 of Companies Act 2013 the transfer of unclaimed dividend shall commence from the financial year 2024-25. The data pertaining to the unpaid dividend as on

31st march 2024 is hereby mentioned below:

Financial Year	Date of declaration of dividend	Final date of claiming dividend	Unclaimed dividend
2016-17	10-08-2017	10-08-2024	108061
2017-18	24-08-2018	24-08-2025	99749
2020-21	17-09-2021	17-09-2028	335508.05
2021-22	22-09-2022	22-09-2029	289225
2022-23	25-09-2023	25-09-2030	275950.50

FINANCE:

Cash and cash equivalents as at 31st March, 2024 was Rs.265.26 Lakhs. The Company continues to focus on prudent management of its working capital, receivables, inventories and other working capital parameters which are kept under strict check and compliance through continuous monitoring.

TRANSFER TO RESERVE:

During the financial year under review no amount was transferred to reserves DEPOSITS:

During the year under review, your company has not accepted any deposits from public covered under Sections 73 to76 or any other relevant provisions of the Act and rules framed thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year under review, your Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by the company is given in the notes to the financial statements. CORPORATE SOCIAL RESPONSIBILITIES:

During the financial year under review the provisions of Section 135 of Companies Act 2013. The new corporate social responsibility policy was adopted by the company on 24.05.2023. The company has engaged its fund for the on-going projects in the health care sector. The total CSR obligation was Rs 7,77,900 for the financial year 2023-24 During the financial year under review company has spent Rs 50,000 as part of CSR activities. The remaining amount has been transferred to unspent on-going project account to carry out the adopted on-going project. The detailed CSR report is annexed as part of Board''s Report as Annexure IV.

DIRECTORS:

Directors retiring by rotation:

Ms. Kavetha Sundaramoorthy(DIN:2050806, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Information regarding the Directors seeking appointment/re-appointment:

Resume and other information regarding the Directors seeking appointment /re-appointment as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 has been given in the Notice convening the ensuing Annual General Meeting and in the Statement pursuant to Section 102 of the Act.

Declaration by Independent Directors:

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In opinion of the Board with Independent Directors possess integrity, expertise and experience (including the proficiency).

Familiarisation Programme:

Your Company has adopted a policy on Familiarization programme of Independent Directors. During the year under review one programme was conducted by the company. Details of such programme for familiarisation of the Independent Directors are put on the website of the Company at the following web-link: https://www.lotuseye.org/investors.

Statutory Disclosure:

None of the Directors of the Company is disqualified as per the applicable provisions of the Act. A certificate in this regard is certified by the Secretarial Auditors is attached with the Corporate Governance Report.

BOARD EVALUATION:

The Board has not carried out an evaluation of its own performance, the Directors performance individually as well as evaluation of the working of its Audit Committee and Nomination and Remuneration Committee as during the earlier years company used to do it internally. Company could not find a third party for evaluation and the company is taking all efforts to find a service provider for Board evaluation and shall carryout professionally.

REMUNERATION POLICY:

The Policy on Board Diversity and Nomination & Remuneration Policy as recommended by the Nomination & Remuneration Committee has been approved by the Board of Directors. The said policies are annexed to the Board''s Report and are also available on the Company''s website at the following link: https://www.lotuseye.org/investors.

MEETINGS:

During the year, four Board Meetings, four Audit Committee Meetings, two Nomination and Remuneration Committee Meeting was convened and held. One Stakeholder Relationship Committee Meetings for the financial year 2023-24 were held. The details of there are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD:

Currently the Company has three Committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee. All the committees are Independent under the Chairmanship of an Independent Director. The details of the compositions, terms of reference, meetings, etc., of said Committees are given in the Report on Corporate Governance which forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) 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. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

V. Internal financial controls to be followed by the company were followed and those internal financial controls are adequate and were operating effectively.

VI. Devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of the business. There was no subsequent material modifications to the existing related party transactions. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status and Company''s operations in future.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Conduct" which forms an Appendix to the Code. The Code has also been posted on the Company''s website at the following link: https://www.lotuseye.org/investors

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

DIRECTORS &KMP:

Neither there was appointment nor there was resignation of directors or KMP during the financial year 2023-24.

KEY MANAGERIAL PERSONNEL:

The details of the Key Managerial Personnel of the Company, their appointment / cessation during the year under review and remuneration are given in the draft Annual Return.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Your Company is committed to developing a culture where it is safe for any Whistle Blower to raise concerns about any poor or unacceptable practice and any event of misconduct. The alleged misconduct may be classified in many ways; namely, violation of a law, rule, regulation and / or a direct threat to public interest, such as health and safety violations and corruption.

Your Company will not tolerate any form of victimization and will take appropriate steps to protect a bona fide whistle blower and shall treat any retaliation as a serious disciplinary offence that merits disciplinary action. The Company will protect the identity of the whistle blower, if so desired, provided that the whistle blower will need to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make complaint directly to the Chairman of the Audit Committee. The said mechanism can also be availed by the Directors of the Company.

''Whistle Blower Policy'' of your Company is available on the website of the Company at the following link: https://www.lotuseye.org/investors

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees 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 employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The same Code is available in the website of your Company at the following link: https://www.lotuseye.org/investors

All Board of Directors and the designated employees have confirmed compliance with the Code. AUDITOR''S REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are selfexplanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS:

M/s. Anbarasu & Jalapathi, Chartered Accountants are your statutory auditors, who shall hold office till the conclusion of 30 th Annual General Meeting.

INTERNAL AUDITORS:

CA P Vishnu Adithan, Practicing Chartered Accountant was appointed as the Internal Auditors of the Company for the financial year 2023-24 pursuant to Section 138(1) of the Act.

SECRETARIAL AUDIT/AUDITORS:

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.P.Eswaramoorthy (CP No. 7069) Company Secretary in Practice to undertake the Secretarial Audit of the Company.

SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Company Secretary in Practice has made his observation in Secretarial Audit Report. (MR-3) which is annexed herewith as "Annexure - V.

COST AUDIT:

The applicability of cost audit under section 148 is not applicable DRAFT ANNUAL RETURN:

The details forming part of the draft Annual Return in form MGT-7 is posted in the website https://www.lotuseye.org/about-us/investors/

BUSINESS RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. As part of the Risk Management framework, the Company reviewed periodically the various risks and finalized the mitigation plans. The identified risk areas were covered by the Internal Audit and major risks were discussed periodically. Since company is governed by NBEMS the company has a risk management plan for each and every department.

PARTICULARS OF EMPLOYEES:

Statements containing the details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure - I. During the year under review , no complaint /case was filed pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Refer "Annexure - II" and "Annexure - III"

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under: a) Conservation of Energy:

Steps taken for conservation	The operation of the Company being service related requires normal consumption of electricity. The Company is taking every necessary step to reduce the consumption of energy.
Steps taken for utilizing alternate sources of energy	Nil
Capital investment on energy conservation equipments	In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipments.

b) Technology Absorption:
Efforts made for technology absorption	Nil
Benefits derived	Nil
Expenditure on Research & Development, if any	Nil
Details of technology imported, if any	Nil
Year of import	Nil
Whether imported technology fully absorbed	Nil
Areas where absorption of imported technology has not taken	Nil
place, if any

c) Foreign Exchange Earnings/ Outgo (Rs. In Lakhs):
Earnings	Nil
Outgo	Nil

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

Company has complied with provisions relating to constitution of Internal complaints committee. There were Nil Complaints received during the Financial Year 2023-24

INSOLVENCY AND BANKRUPTCY CODE 2016:

There was no application made under the Insolvency and Bankruptcy Code 2016 during the financial year under purview.

FRAUDS UNDER SECTION 143(12) REPORTED BY STATUTORY AUDITORS:

There was no instances of fraud reported during the financial year 2023-24 by the statutory auditors.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Company is in compliance with secretarial standards issued by the Institute of Company Secretaries of India.

LISTING WITH STOCK EXCHANGES:

The company has listed its equity shares in Bombay Stock Exchanges and National Stock Exchanges.

QUALIFICATION ADVERSE REMARKS RESERVATIONS BY AUDITORS IF ANY:

There are no Qualification, Adverse Remarks Reservations by statutory Auditors in the Independent Auditors Report and secretarial auditors in the Independent Auditors Report.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

Your Company has put in place, well defined and adequate Internal Control System and Internal Financial Control (IFC) mechanism commensurate with size, scale and complexity of its operations to ensure control of entire business and assets. The functioning of controls is regularly monitored to ensure their efficiency in mitigating risks. A comprehensive internal audit department functions in house to continuously audit and report gaps if any, in the diverse business verticals and statutory compliances applicable.

BUSINESS RESPONSIBILITY STATEMENT:

Business Responsibility Report in line with the National Voluntary Guidelines (NVG) on Social, Environmental and Economic Responsibilities of Business, released by the Ministry of Corporate Affairs, Government of India and as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR'') forms integral part of this Annual Report.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff at all levels for their continuous cooperation and assistance.

---

Mar 31, 2023

Your directors have pleasure in presenting the 26^th Annual Report of your Company together with the audited accounts for the year ended 31^st March 2023.

FINANCIAL RESULTS (Rs. in Lakhs)

PARTICULARS	31.03.2023	31.03.2022
	(Current year)	(Previous Year)
Income from Operations and other income	4,818.94	3,979.57
Less: Expenses	4,253.55	3,569.22
Add/Less: Exceptional Items	(0.18)	(1.00)
Profit /(Loss) before Tax	565.21	409.35
Less: Provision for Taxes:
Current tax	141.01	108.57
Deferred Tax	16.45	2.34
Profit / (Loss) after tax	407.75	298.44

STATE OF COMPANY''S AFFAIRS

Your company has performed tremendously well during the financial year 2022-23 by posting a Gross profit of more than Rs 5 crores Company has achieved a healthy turnover of 47 crores during the fiscal year 2022-23. In the financial year 2022-23 company witnessed 9703 surgeries in comparison to 8076 surgeries in the financial year 2021-22. In the operation side company has excelled in bridging all the short comings it faced during the covid times. Company is well prepared to face all the adversities that may arise in future in the way of operations.

DIVIDEND:

The company declared a final dividend of Rs 0.50 in the Annual General Meeting held on 22^nd September 2022.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no Material changes and commitments effecting the financial position of the company SHARE CAPITAL:

The Paid up equity share capital as on 31^st March, 2023 was 2,079.63 Lakhs. During the year under review, the Company has not issued any shares to the Shareholders. The company has neither issued shares with differential voting rights nor granted stock options or sweat equity shares.

FINANCE:

Cash and cash equivalents as at 31^st March, 2023 was Rs. 360.30 Lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters which are kept under strict check through continuous monitoring.

TRANSFER TO RESERVE:

The Company does not transfer any of its profits to reserves during the year.

DEPOSITS:

During the year under review, your company has not accepted any deposits from public covered under Sections 73 to76 or any other relevant provisions of the Act and rules framed thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by the company is given in the notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITIES:

Your company does not fall within the bracket as prescribed by Section 135 of the Companies Act, 2013 and rules framed thereunder. Hence CSR obligations are not applicable.

DIRECTORS:

Directors retiring by rotation:

Ms. Kavetha Sundaramoorthy ( DIN:2050806 ) Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

Information regarding the Directors seeking appointment/re-appointment:

Resume and other information regarding the Directors seeking appointment /reappointment as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 has been given in the Notice convening the ensuing Annual General Meeting and in the Statement pursuant to Section 102 of the Act.

Declaration by Independent Directors:

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In opinion of the Board with Independent Directors possess integrity, expertise and experience (including the proficiency).

Familiarisation Programme:

Your Company has adopted a policy on Familiarization programme of Independent Directors. During the year under review one programme was conducted by the company. Details of such programme for familiarisation of the Independent Directors are put on the website of the Company at the following web-link: https://www.lotuseye.org/Investors.php

Statutory Disclosure:

None of the Directors of the Company is disqualified as per the applicable provisions of the Act. A certificate in this regard is certified by the Secretarial Auditors is attached with the Corporate Governance Report.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors performance individually as well as evaluation of the working of its Audit Committee and Nomination and Remuneration Committee.

The criteria for performance evaluation are as under: Performance Evaluation of Board:

Key Parameters: Degree of fulfillment of key responsibilities; Board structure and composition; Establishment and delineation of responsibilities to Committees; Effectiveness of Board processes, information and functioning; Board Culture and Dynamics; Quality of relationship between the Board and the Management; Efficacy of communication with external stakeholders, etc.

Self Assessment of the Performance by Individual Directors (including Independent Director):

Key Parameters: Attendance at meetings; contribution at meetings; independence of judgment; direction / guidance to senior management, etc.

Self Assessment of the Performance by the Board Level Committees:

Key Parameters: Degree of fulfillment of key responsibilities; Adequacy of Committee Composition; Effectiveness of meetings; Committee dynamics; Quality of relationship of the committee with the Board and the management, etc.

The Directors have expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Policy on Board Diversity and Nomination & Remuneration Policy as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors. The said policies are available on the Company''s website at the following link:

https://www.lotuseye.org/lnvestors.php ,-

MEETINGS:

During the year, four Board Meetings, four Audit Committee Meetings, two Nomination and Remuneration Committee Meeting was convened and held. One Stakeholder Relationship Committee Meetings for the financial year 2022-23 were held. The details of there are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD;

Currently the Company has three Committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee. All the committees are Independent under the Chairmanship of an Independent Director. The details of the compositions, terms of reference, meetings, etc., of said Committees are given in the Report on Corporate Governance which forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) 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. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

V. Internal financial controls to be followed by the company were followed and those internal financial controls are adequate and were operating effectively.

VI. Devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of the business. No subsequent material modifications are made to the existing related party transactions. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, In the absence of any transactions for reporting in Form AOC-2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014. Providing AOC-2 as part of this report does not arise.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status and Company''s operations in future.

SUBSIDIARY/ / ASSOCIATE / JOINT VENTURE COMPANIES:

The Company neither has any subsidiary or associate company nor has any joint venture company. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Conduct" which forms an Appendix to the Code. The Code has also been posted on the Company''s website at the following link: https://www.lotuseye.org/Investors.php

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were eiven annronriate training in this regard. (

DIRECTORS

There was no appointment or resignation of director except resignation of CA R Subaramanian with effect from 10.02.2023 during the financial year 2022-23.

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial Personnel of the Company, their appointment / cessation during the year under review and remuneration are given in the draft Annual Return .

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Your Company is committed to developing a culture where it is safe for any Whistle Blower to raise concerns about any poor or unacceptable practice and any event of misconduct. The alleged misconduct may be classified in many ways; namely, violation of a law, rule, regulation and / or a direct threat to public interest, such as health and safety violations and corruption.

Your Company will not tolerate any form of victimization and will take appropriate steps to protect a bona fide whistle blower and shall treat any retaliation as a serious disciplinary offence that merits disciplinary action. The Company will protect the identity of the whistle blower, if so desired, provided that the whistle blower will need to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make complaint directly to the Chairman of the Audit Committee. The said mechanism can also be availed by the Directors of the Company.

''Whistle Blower Policy'' of your Company is available on the website of the Company at the following link: https://www.lotuseye.org/Investors.php

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees 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 employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Audit committee of the Board is responsible for implementation of the Code.

The same Code is available in the website of your Company at the following link: https://www.lotuseye.org/Investors.php

All Board of Directors and the designated employees have confirmed compliance with the Code. AUDITOR''S REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are selfexplanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS:

M/s. Anbarasu & Jalapathi, Chartered Accountants are your statutory auditors, who shall hold office till the conclusion of 30th Annual General Meeting.

INTERNAL AUDITORS:

CA P Vishnu Adithan, Practicing Chartered Accountant was appointed as the Internal Auditors of the Company for the financial year 2021-22 pursuant to Section 138(1) of the Act.

SECRETARIAL AUDIT/AUDITORS:

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.P.Eswaramoorthy (CP No. 7069) Company Secretary in Practice to undertake the Secretarial Audit of the Company.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Company Secretary in Practice has made his observation in Secretarial Audit Report. (MR-3) which is annexed herewith as "Annexure - IV"

COST AUDIT

The applicability of cost audit under section 148 is not applicable

DRAFT ANNUAL RETURN:

The details forming part of the draft Annual Return in form MGT-7 is posted in the website https://www.lotuseye.org/Investors.php

BUSINESS RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. As part of the Risk Management framework, the Company reviewed periodically the various risks and finalized the mitigation plans. The identified risk areas were covered by the Internal Audit and major risks were discussed periodically.

PARTICULARS OF EMPLOYEES:

Statements containing the details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure -I. During the year under review , no complaint /case was filed pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Refer "Annexure - II" ,"Annexure - III" and "Annexure - IV")

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Steps taken for conservation The operation of the Company being service

related requires normal consumption of electricity. The Company is taking every necessary step to reduce the consumption of energy.

Steps taken for utilizing alternate Nil

sources of energy

Capital investment on energy In view of the nature of activities carried on by the

conservation equipments Company, there is no capital investment on energy

conservation equipments.

b) Technology Absorption:

Efforts made for technology absorption	Nil
Benefits derived	Nil
Expenditure on Research & Development, if any	Nil
Details of technology imported, if any	Nil
Year of import	Nil
Whether imported technology fully absorbed	Nil
Areas where absorption of imported technology has not taken place, if any	Nil

c) Foreign Exchange Earnings/ Outgo (Rs. In Lakhs):

Earnings	Nil
Outgo	Nil

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013

Company has complied with provisions relating to constitution of Internal complaints committee.

There were Nil Complaints received during the Financial Year 2022-23 INSOLVENCY AND BANKRUPTCY CODE 2016

There was no application made under the Insolvency and Bankruptcy Code 2016 during the Financial year under purview.

FRAUDS UNDER SECTION 143(12) REPORTED BY STATUTORY AUDITORS

There was no instances of fraud reported during the financial year 2022-23 by the statutory auditors.

COMPLIANCE WITH SECRETARIAL STANDARDS

Company is in compliance with secretarial standards issued by the Institute of Company Secretaries of India.

LISTING WITH STOCK EXCHANGES

The company has listed its equity shares in Bombay Stock Exchanges and National Stock Exchanges. QUALIFICATION ADVERSE REMARKS RESERVATIONS BY AUDITORS IF ANY

There are no qualifications in the Statutory audit report

There are 6 qualifications by the Secretarial Auditor of which 5 qualifications has been set right by the company as on the date of the Board meeting in which Board''s Report was approved.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

Your Company has put in place, well defined and adequate Internal Control System and Internal Financial Control (IFC) mechanism commensurate with size, scale and complexity of its operations to ensure control of entire business and assets. The functioning of controls is regularly monitored to ensure their efficiency in mitigating risks.

BUSINESS RESPONSIBILITY STATEMENT

Business Responsibility Report in line with the National Voluntary Guidelines (NVG) on Social, Environmental and Economic Responsibilities of Business, released by the Ministry of Corporate Affairs, Government of India and as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR'') forms integral part of this Annual Report.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff at all levels for their continuous cooperation and assistance.

For and on behalf of the Board

Place: Coimbatore

(Sd/-)

Date:24.5.2023

Ms. Sangeetha Sundaramorthy Managing Director ^

---

Mar 31, 2018

Dear Shareholder’s

The Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2018.

FINANCIAL RESULTS (Rs.in Lakhs)

Particulars	31.03.2018	31.03.2017
	(Current year)	(Previous year)
Income from Operations and other income	3888.57	3467.84
Less : Expenses	3722.51	3422.79
Add/Less: Exceptional Items	4.18	(3.22)
Profit / (Loss) before Tax	170.24	41.83
Less : Provision for Taxes :
Current Tax	37.56	9.40
Deferred Tax	(41.98)	(11.97)
Profit / (Loss) after tax	174.67	44.40

REVIEW OF OPERATIONS AND PERFORMANCE:

Your company has reported a growth of 12 % on turnover of Rs. 3802.21 Lakhs during the financial year 2017- 18 compared to the turnover of Rs. 3396.47 Lakhs in the previous financial year 2016-17.Your Company has reported a growth of 293 % on net profit of Rs. 174.67 Lakhs during the financial year 2017-18 against a net profit of Rs. 44.40 Lakhs during the previous financial year 2016-17.

DIVIDEND:

The Board of Directors are pleased to recommend a dividend of 5% (Re. 0.50 per share) for the financial year ended 31st March, 2018 on the paid up equity share capital, subject to approval of the members at the ensuing Annual General Meeting. The dividend, if approved, will result in a payout of Rs. 103.98 Lakhs and shall be subject to Dividend Distribution Tax to be paid by your Company.

SHARE CAPITAL:

The Paid up equity share capital as on 31st March, 2018 is 2,079.63 Lakhs. During the year under review, the Company has not issued any shares to the Shareholders. The company has neither issued shares with differential voting rights nor granted stock options or sweat equity shares.

FINANCE:

Cash and cash equivalents as at 31st March, 2018 is Rs. 381.24 Lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters which are kept under strict check through continuous monitoring.

TRANSFER TO RESERVES:

Consequence to the inadequate profits, your company has not transferred any amount to reserve.

DEPOSITS:

During the year under review, your company has not accepted any deposits from public covered under Sections 73 to76 or any other relevant provisions of the Act and rules framed thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by the company is given in the notes to the financial statements.

OUTLOOK FOR THE CURRENT YEAR:

Your company will envisions, envisage and foresee to accomplish and percolate ascendency in all established centers in the coming financial year, accent and weight shall be given to improving quality of services and customer satisfaction, as consumers and stakeholders are the onus of the brand Lotus in eye care facilities and specialty.

Protuberant and extrusive steps in direction to establish art of the centre signature eye clinics across South India shall be taken.

CORPORATE SOCIAL RESPONSIBILITIES:

Your company does not falls within the bracket as prescribed by Section 135 of the Companies Act, 2013 and rules framed thereunder. Hence this clause is not applicable.

DIRECTORS:

Directors retiring by rotation:

Dr. Sangeetha Sundaramoorthy (DIN: 01859252), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Information regarding the Directors seeking appointment / re-appointment:

Resume and other information regarding the Directors seeking appointment /re-appointment as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 has been given in the Notice convening the 21st Annual General Meeting and in the Statement pursuant to Section 102 of the Act.

Declaration by Independent Directors:

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarisation Programme:

Your Company has adopted policy on Familiarization programme of Independent Directors. During the year under review one programme was conducted by the company details of such programme for familiarisation of the Independent Directors are put on the website of the Company at the following web-link : https://www.lotuseye.org/investors/ www.refractive.lotuseye.org

Statutory Disclosure:

None of the Directors of the Company are disqualified as per the applicable provisions of the Act.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees.

The criteria for performance evaluation are as under:

Performance Evaluation of Board:

Key Parameters: Degree of fulfillment of key responsibilities; Board structure and composition; Establishment and delineation of responsibilities to Committees; Effectiveness of Board processes, information and functioning; Board Culture and Dynamics; Quality of relationship between the Board and the Management; Efficacy of communication with external stakeholders, etc.

Self Assessment of the Performance by Individual Directors (including Independent Director):

Key Parameters: Attendance at meetings; contribution at meetings; independence of judgment; direction / guidance to senior management, etc.

Self Assessment of the Performance by the Board Level Committees:

Key Parameters: Degree of fulfillment of key responsibilities; Adequacy of Committee Composition; Effectiveness of meetings; Committee dynamics; Quality of relationship of the committee with the Board and the management, etc.

The Directors have expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Policy on Board Diversity and Nomination & Remuneration Policy as recommended by the Nomination & Remuneration Committee have been approved by the Board of Directors. The said policies are annexed to the Board’s Report as “Annexure-VI” and are also available on the Company’s website at the following link: https://www.lotuseye.org/ investors.

MEETINGS:

During the year, four Board Meetings, four Audit Committee Meetings, three Nomination and Remuneration Committee Meetings were held and The Stakeholder Relationship Committee Meeting for the financial year 2017-18 was held on 29th May, 2018. The details of these meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard. The independent directors’ meeting was held once in the financial year on 12/02/2018.

COMMITTEES OF THE BOARD:

Currently the Company has three Committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. All the committees are Independent under the Chairmanship of an Independent Director. The details of the compositions, terms of reference, meetings, etc., of said Committees are given in the Report on Corporate Governance which forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) 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. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

V. They had laid down Internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively.

VI. They had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an 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, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board reviews from time to time the adequacy and effectiveness of the Company’s internal financial controls. This year was no exception. The reviews conducted during the year did not reveal any material deficiencies in the internal financial control structure.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and Company’s operations in future.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and date of the report.

CODE OF CONDUCT:

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “Code of Conduct for Board of Directors and Senior Executives”. The Code has also been posted on the Company’s website at the following link: https:// www.lotuseye.org/ investors.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

KEY MANAGERIAL PERSONNEL:

The details of the Key Managerial Personnel of the Company, their appointment / cessation during the year under review and remuneration are given in the Extract of Annual Return annexed hereto and forming a part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

Your Company is committed to developing a culture where it is safe for any Whistle Blower to raise concerns about any poor or unacceptable practice and any event of misconduct. The alleged misconduct may be classified in many ways; namely, violation of a law, rule, regulation and / or a direct threat to public interest, such as health and safety violations and corruption.

Your Company will not tolerate any form of victimization and will take appropriate steps to protect a bona fide whistle blower and shall treat any retaliation as a serious disciplinary offence that merits disciplinary action. The Company will protect the identity of the whistle blower, if so desired, provided that the whistle blower will need to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make complaint directly to the Chairman of the Audit Committee. The said mechanism can also be availed by the Directors of the Company.

‘Whistle Blower Policy’ of your Company is available on the website of the Company at the following link: https://www.lotuseye.org/investors

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees 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 employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The same Code is available in the website of your Company at the following link : https://www.lotuseye.org/ investors All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR’S REPORT:

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS:

M/s. Anbarasu & Jalapathi, Chartered Accountants are your statutory auditors, who shall hold office till the conclusion of 25th Annual General Meeting.

INTERNAL AUDITORS:

CA P Vishnu Adithan, Practicing Chartered Accountant was appointed as the Internal Auditors of the Company for the financial year 2017-18 pursuant to Section 138(1) of the Act.

SECRETARIAL AUDIT/AUDITORS:

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 P. Eswaramoorhy and Company (CP No. 7069), Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2017-18.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Company Secretary in Practice has made its observation in Secretarial Audit Report (MR-3) which is annexed herewith as “Annexure - II”.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure -III”. BUSINESS RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company’s competitive advantage. As part of the Risk Management framework, the Company reviewed periodically the various risks and finalised the mitigation plans. The identified risk areas were covered by the Internal Audit and major risks were discussed periodically.

PARTICULARS OF EMPLOYEES:

Statements containing the details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as “Annexure -I”. During the year under review , no complaint /case was filed pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report, which form an integral part of this Report, is set out as separate annexure as “Annexure -IV”.

The Corporate Governance Report together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which form an integral part of this report is set out as separate annexure as “Annexure - V”. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

b) Technology Absorption:

c) Foreign Exchange Earnings / Outgo in Lakhs):

ACKNOWLEDGEMENT:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff at all level and all other stakeholders for their continuous cooperation and assistance.

For and on behalf of the Board

Place : Coimbatore

Date : 29th May, 2018 (Sd.) S.K. Sundaramoorthy

Chairman cum Managing Director

---

Mar 31, 2017

DEAR SHAEHOLDERS,

The Directors have pleasure in presenting the 20^th Annual Report of your Company together with the Audited Accounts for the year ended 31^st March 2017.

FINANCIAL RESULTS ( Rs. in Lakhs )

Particulars	31.03.2017	31.03.2016
	(Current year)	(Previous year)
Income from Operations and other income	3467.84	3,170.58
Less : Expenses	3427.67	3,172.63
Profit / (Loss) before Tax	40.17	(2.05)
Less : Provision for Taxes :
Current Tax	7.67	-
MAT Credit Entitlement	(7.67)	-
Previous Year Tax	1.73	1.73
Deferred Tax	(4.30)	(12.13)
Profit / (Loss) after tax	42.74	10.08

REVIEW OF OPERATIONS AND PERFORMANCE:

Your company has reported a growth of 9.10 % on turnover of Rs. 3396.47 Lakhs during the financial year 2016-17 compared to the turnover of Rs. 3113.22 Lakhs in the previous financial year 2015-16.Your Company has reported a growth of 324.11 % on net profit of Rs. 42.74 Lakhs during the financial year 2016-17 against a net profit of Rs. 10.08 Lakhs during the previous financial year 2015-16.

DIVIDEND:

The Board of Directors are pleased to recommend a dividend of 5% (Re. 0.50 per share) for the financial year ended 31^st March, 2017 on the paid up equity share capital, subject to approval of the members at the ensuing Annual General Meeting. The dividend, if approved, will result in a payout of Rs. 103.98 Lakhs and shall be subject to Dividend Distribution Tax to be paid by your Company.

SHARE CAPITAL:

The Paid up equity share capital as on 31^st March, 2017 is 2,079.63 Lakhs. During the year under review, the Company has not issued any shares to the Shareholders. The company has neither issued shares with differential voting rights nor granted stock options or sweat equity shares.

FINANCE:

Cash and cash equivalents as at 31^st March, 2017 is Rs. 498.47 Lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters which are kept under strict check through continuous monitoring.

RESERVES:

Reserves and Surplus of the Company increased by 1.49 % from Rs. 2868.86 Lakhs as on 31^st March, 2016 to Rs. 2911.60 Lakhs as on 31^st March, 2017.

DEPOSITS:

During the year under review, your company has not accepted any deposits from public covered under Sections 73 to76 or any other relevant provisions of the Act and rules framed thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by the company is given in the notes to the financial statements.

OUTLOOK FOR THE CURRENT YEAR:

Your Company is planning to establish its own building in Tirupur, the process to identify a suitable land has been already initiated.

Your company will establish infrastructure facilities for separate super specialty for Cornea and Retina at Peelamedu Main Hospital, Coimbatore.

Your Company is planning to establish the new centre at Gobichettipalayam, Erode District.

Your Company also plans to establish couple of more centers in Tamilnadu and Kerala.

CORPORATE SOCIAL RESPONSIBILITIES:

Your company does not falls within the bracket as prescribed by Section 135 of the Companies Act, 2013 and rules framed thereunder. Hence this clause is not applicable.

DIRECTORS:

Appointment / Re-appointment:

Dr. S.K. Sundaramoorthy has been re-appointed by the Board of the Company at their meeting held on 31^st January, 2017 for another term of five years with effect from 1^st April, 2017, subject to approval of the members at the ensuing Annual General Meeting.

Directors retiring by rotation:

Dr. Kavetha Sundaramoorthy (DIN: 02050806), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Information regarding the Directors seeking appointment / re-appointment:

Resume and other information regarding the Directors seeking appointment /re-appointment as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 has been given in the Notice convening the 20^th Annual General Meeting and in the Statement pursuant to Section 102 of the Act.

Declaration by Independent Directors:

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarisation Programme:

Your Company has adopted policy on Familiarization programme of Independent Directors. During the year under review one programme was conducted by the company details of such programme for familiarisation of the Independent Directors are put on the website of the Company at the following web-link : https://www.lotuseye.org/investors.

Statutory Disclosure:

None of the Directors of the Company are disqualified as per the applicable provisions of the Act.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees.

The criteria for performance evaluation are as under:

Performance Evaluation of Board:

Key Parameters: Degree of fulfillment of key responsibilities; Board structure and composition; Establishment and delineation of responsibilities to Committees; Effectiveness of Board processes, information and functioning; Board Culture and Dynamics; Quality of relationship between the Board and the Management; Efficacy of communication with external stakeholders, etc.

Self Assessment of the Performance by Individual Directors (including Independent Director):

Key Parameters: Attendance at meetings; contribution at meetings; independence of judgment; direction / guidance to senior management, etc.

Self Assessment of the Performance by the Board Level Committees:

Key Parameters: Degree of fulfillment of key responsibilities; Adequacy of Committee Composition; Effectiveness of meetings; Committee dynamics; Quality of relationship of the committee with the Board and the management, etc.

The Directors have expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Policy on Board Diversity and Nomination & Remuneration Policy as recommended by the Nomination & Remuneration Committee have been approved by the Board of Directors. The said policies are annexed to the Board''s Report as "Annexure-VI" and are also available on the Company''s website at the following link: https://www.lotuseye.org/investors.

MEETINGS:

During the year, four Board Meetings, four Audit Committee Meetings, three Nomination and Remuneration Committee Meetings and one Stakeholders'' Relationship Committee were convened and held. The details of these meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard.

COMMITTEES OF THE BOARD:

Currently the Company has three Committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee. All the committees are Independent under the Chairmanship of an Independent Director. The details of the compositions, terms of reference, meetings, etc., of said Committees are given in the Report on Corporate Governance which forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) 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. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

V. Internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively.

VI. Devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an 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, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board reviews from time to time the adequacy and effectiveness of the Company''s internal financial controls. This year was no exception. The reviews conducted during the year did not reveal any material deficiencies in the internal financial control structure.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and Company''s operations in future.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and date of the report.

CODE OF CONDUCT:

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Conduct for Board of Directors and Senior Executives" which forms an Appendix to the Code. The Code has also been posted on the Company''s website at the following link: https:// www.lotuseye.org/investors

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

KEY MANAGERIAL PERSONNEL:

The details of the Key Managerial Personnel of the Company, their appointment / cessation during the year under review and remuneration are given in the Extract of Annual Return annexed hereto and forming a part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

Your Company is committed to developing a culture where it is safe for any Whistle Blower to raise concerns about any poor or unacceptable practice and any event of misconduct. The alleged misconduct may be classified in many ways; namely, violation of a law, rule, regulation and / or a direct threat to public interest, such as health and safety violations and corruption.

Your Company will not tolerate any form of victimization and will take appropriate steps to protect a bona fide whistle blower and shall treat any retaliation as a serious disciplinary offence that merits disciplinary action. The Company will protect the identity of the whistle blower, if so desired, provided that the whistle blower will need to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make complaint directly to the Chairman of the Audit Committee. The said mechanism can also be availed by the Directors of the Company.

Whistle Blower Policy'' of your Company is available on the website of the Company at the following link: https://www.lotuseye.org/investors

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees 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 employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The same Code is available in the website of your Company at the following link : https://www.lotuseye.org/investors All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR''S REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS:

The Auditors M/s. VEKAM & Associates, Chartered Accountants, whose tenure as prescribed under the Companies Act, 2013 (hereinafter "the Act") shall be over at the ensuing Annual General Meeting of the company. It is proposed to appoint M/s.Anbarasu & Jalapathi, Chartered Accountants having registration no. 010795S at the ensuing Annual General Meeting, who shall hold office till the conclusion of 25^th Annual General Meeting, subject to ratification at every Annual General Meeting.

INTERNAL AUDITORS:

M/s. Anbarasu & Jalapathi, Chartered Accountants was appointed as the Internal Auditors of the Company for the financial year 2016-17 pursuant to Section 138(1) of the Act.

SECRETARIAL AUDIT/AUDITORS:

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 P. Eswaramoorhy and Company (CP No. 7069), Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2016-17.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Company Secretary in Practice has made its observation in Secretarial Audit Report (MR-3) which is annexed herewith as "Annexure - II"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure -III".

BUSINESS RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. As part of the Risk Management framework, the Company reviewed periodically the various risks and finalized the mitigation plans. The identified risk areas were covered by the Internal Audit and major risks were discussed periodically.

PARTICULARS OF EMPLOYEES:

Statements containing the details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as "Annexure -I". During the year under review , no complaint /case was filed pursuant to Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report, which form an integral part of this Report, is set out as separate annexure as "Annexure -IV".

The Corporate Governance Report together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which form an integral part of this report is set out as separate annexure as "Annexure - V".

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Steps taken for conservation	The operation of the Company being service related, require normal consumption of electricity. The Company is taking every necessary step to reduce the consumption of energy.
Steps taken for utilizing alternate sources of energy	Nil
Capital investment on energy conservation equipments	In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipments.

b) Technology Absorption:

Efforts made for technology absorption	Nil
Benefits derived	Nil
Expenditure on Research & Development, if any	Nil
Details of technology imported, if any	Nil
Year of import	Nil
Whether imported technology fully absorbed	Nil
Areas where absorption of imported technology has not taken place, if any	Nil

c) Foreign Exchange Earnings / Outgo in Lakhs):

Earnings	Nil
Outgo	74.94

ACKNOWLEDGEMENT:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff at all level and all other stakeholders for their continuous cooperation and assistance.

For and on behalf of the Board

Place : Coimbatore

Date : 27^th May, 2017 (Sd.) S.K. Sundaramoorthy

Chairman cum Managing Director

---

Mar 31, 2016

Directors Report

Dear Shareholders,

The Directors have pleasure in presenting the 19^th Annual Report of your Company together with the Audited Accounts for the year ended 31^st March 2016.

FINANCIAL RESULTS ( Rs,in Lakhs )

Particulars	31.03.2016 (Current year)	31.03.2015 (Previous year)
Income from Operations and other income	3,170.58	3,033.22
Less : Expenses	3,172.63	3,255.65
Profit / (Loss) before Tax	(2.05)	(222.43)
Less : Provision for Taxes :
Current Tax	-	-
Deferred Tax	(12.13)	(24.35)
Profit / (Loss) after tax	10.08	(198.08)

REVIEW OF OPERATIONS AND PERFORMANCE:

Your company has reported a growth of 4.53 % on turnover of Rs, 3170.58 Lakhs during the financial year 2015-16 compared to the turnover of Rs, 3033.22 Lakhs in the previous financial year 2014-15. Your Company has reported a growth of 105.09 % on net profit of Rs, 10.08 Lakhs during the financial year 2015-16 against a net loss of Rs, 198.08 Lakhs during the previous financial year 2014-15.

Your Directors are putting consistent effort to increase the turnover and net profit so that the Company can meet the expectations of the stakeholders.

DIVIDEND:

Due to inadequate profits, your Directors do not recommend any dividend for the year under review.

SHARE CAPITAL:

The Paid up equity share capital as on 31^st March, 2016 was Rs, 2,079.63 Lakhs. During the year under review, the Company has not issued any shares to the Shareholders. The company has neither issued shares with differential voting rights nor granted stock options or sweat equity shares.

FINANCE:

Cash and cash equivalents as at 31^st March, 2016 was Rs, 247.37 Lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters which are kept under strict check through continuous monitoring.

TRANSFER TO RESERVE:

Consequence to inadequate profits, your company has not transferred any amount to reserve.

DEPOSITS:

During the year under review, your company has not accepted any deposits from public covered under Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by the company is given in the notes to the financial statements.

OUTLOOK FOR THE CURRENT YEAR:

Your company will establish infrastructure facilities for separate super-specialty for Cornea and Retina at Peelamedu Main Hospital, Coimbatore.

Your Company is planning to establish the new centre at Gobichettipalayam, Erode District.

Your Company is also planning to establish another branch in Tirupur in couple of years.

CORPORATE SOCIAL RESPONSIBILITIES:

Your company does not falls under the category to comply with Corporate Social Responsibility as required under Section 135 of the Companies Act, 2013 and Rules made there under. Hence it is not applicable.

DIRECTORS:

Appointment:

Pursuant to the provision of sections 196, 197 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the members of the Company approved the appointment of Ms. Sangeetha Sundaramoorthy (DIN: 01859252) as Whole Time Director of the Company for a period of 5 years with effect from 1^st August, 2014, liable to retire by rotation.

Further, Dr. Kavetha Sundaramoorthy was appointed as an Additional Director by the Board of the Company in their meeting held on 30^th May, 2016. As required by section 160 of the Act, a notice in writing has been received from a shareholder along with a deposit of Rs, 1,00,000, proposing her candidature for the office of Director liable to retire by rotation. The said appointment is subject to approval of the members at the ensuing Annual General Meeting.

Directors retiring by rotation:

Ms. Sangeetha Sundaramoorthy (DIN: 01859252), Whole-Time Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

Information regarding the Directors seeking appointment/ re-appointment:

Resume and other information regarding the Directors seeking appointment / re-appointment as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 has been given in the Notice convening the ensuing Annual General Meeting and in the Statement pursuant to Section 102 of the Act.

Declaration by Independent Directors:

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Familiarization Programme:

Your Company is yet to adopt the policy on Familiarization programme of Independent Directors. However at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities and further, familiarizes with the activities of the Company on continual basis. The format of letter of appointment is available on the website of the Company (http://www.lotuseye.org/team.php)

Statutory Disclosure:

None of the Directors of the Company are disqualified as per the applicable provisions of the Act. However, Dr. Kavetha Sundaramoorthy (DIN: 02050806), Director vacated the office of Director of the Company with effect from 15.02.2016 due to not attending any board meetings held during the last twelve months.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, 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 Committee and Nomination and Remuneration Committee.

The criteria for performance evaluation are as under:

Performance Evaluation of Board:

Key Parameters: Degree of fulfillment of key responsibilities; Board structure and composition; Establishment and delineation of responsibilities to Committees; Effectiveness of Board processes, information and functioning; Board Culture and Dynamics; Quality of relationship between the Board and the Management; Efficacy of communication with external stakeholders, etc.

Self Assessment of the Performance by Individual Directors (including Independent Director):

Key Parameters: Attendance at meetings; contribution at meetings; independence of judgment; direction / guidance to senior Management, etc.

Self Assessment of the Performance by the Board Level Committees:

Key Parameters: Degree of fulfillment of key responsibilities; Adequacy of Committee Composition; Effectiveness of meetings; Committee dynamics; Quality of relationship of the committee with the Board and the Management, etc.

The Directors have expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Policy on Board Diversity and Nomination & Remuneration Policy as recommended by the Nomination & Remuneration Committee have been approved by the Board of Directors. The said policies are annexed to the Boards Report as Annexure-IV and are also available on the Company s website at the following link: http://www.lotuseye.org/corporate.php

MEETINGS:

During the year, four Board Meetings, four Audit Committee Meetings and one Nomination and Remuneration Committee Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD:

Currently the Company has three Committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All the committees are Independent under the Chairmanship of an Independent Director. The details of the compositions, terms of reference, meetings, etc., of said Committees are given in the Report on Corporate Governance which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) 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. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

V. Internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively.

VI. Devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms 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, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and Company s operations in future.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and date of the report.

CODE OF CONDUCT:

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in Zero Tolerance against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as code of conduct which forms an Appendix to the Code. The Code has been posted on the Company s website http://www.lotuseye.org/corporate.php

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial Personnel of the Company, their appointment / cessation during the year under review and remuneration are given in the Extract of Annual Return annexed hereto and forming a part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Your Company is committed to developing a culture where it is safe for any Whistle Blower to raise concerns about any poor or unacceptable practice and any event of misconduct. The alleged misconduct may be classified in many ways; namely, violation of a law, rule, regulation and / or a direct threat to public interest, such as health and safety violations and corruption.

Your Company will not tolerate any form of victimization and will take appropriate steps to protect a bona fide whistle blower and shall treat any retaliation as a serious disciplinary offence that merits disciplinary action. The Company will protect the identity of the whistle blower, if so desired, provided that the whistle blower will need to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make complaint directly to the Chairman of the Audit Committee. The said mechanism can also be availed by the Directors of the Company.

Whistle Blower Policy of your Company is available on the website of the Company at the following link:

http://www.lotuseye.org/corporate.php

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees 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 employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The same Code is available on the website of the Company at the following link:

http://www.lotuseye.org/corporate.php

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR S REPORT:

The observation made in the Auditors Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS:

The Auditors M/s. V E K A M and Associates, Chartered Accountants, Coimbatore, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

INTERNAL AUDITORS:

M/s. Anbarasu & Jalapathi, Chartered Accountants was appointed as the Internal Auditors of the Company for the financial year 2015-16 pursuant to Section 138(1) of the Act.

SECRETARIAL AUDIT/AUDITORS:

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. P. Eswaramoorhy (CP No. 7069) Company Secretary in Practice to undertake the Secretarial Audit of the Company.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Company Secretary in Practice has made certain observations in its Secretarial Audit Report which is annexed herewith as Annexure-II .

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-III . BUSINESS RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company s competitive advantage. As part of the Risk Management framework, the Company reviewed periodically the various risks and finalized the mitigation plans. The identified risk areas were covered by the Internal Audit and major risks were discussed periodically.

PARTICULARS OF EMPLOYEES:

Statements containing the details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as "Annexure-I". During the year under review, no complaint / case was filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Refer "Annexure-IV" and "Annexure-V").

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Steps taken for conservation	The operation of the Company being service related, require normal consumption of electricity. The Company is taking every necessary step to reduce the consumption of energy.
Steps taken for utilizing alternate sources of energy	Nil
Capital investment on energy conservation equipments	In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipments.

b) Technology Absorption:

Efforts made for technology absorption	Nil
Benefits derived	Nil
Expenditure on Research & Development, if any	Nil
Details of technology imported, if any	Nil
Year of import	Nil
Whether imported technology fully absorbed	Nil
Areas where absorption of imported technology has not taken place, if any	Nil

c) Foreign Exchange Earnings / Outgo in Lakhs):

Earnings	Nil
Outgo	48.18

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff at all levels for their continuous cooperation and assistance.

For and on behalf of the Board

Place : Coimbatore

Date : 30^th May, 2016 (Sd.) S.K. Sundaramoorthy

Chairman cum Managing Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 18th Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS ( Rs. in lacs)

Particulars 31.03.2015 31.03.2014

(Current (Previous year) year)

Income from Operations and other income 3033.22 2908.52

Profit before Depreciation and Tax 253.76 363.69

Less: Depreciation 476.19 353.71

Profit / (Loss) before Tax (222.43) 9.98

Add: Provision for Taxes / Deferred Tax Asset 24.35 6.08

Profit / (Loss) after tax transferred to Reserves & Surplus (198.08) 3.90

REVIEW OF OPERATIONS AND PERFORMANCE :

Your company has reported a turnover of 3032.91 lacs during the financial year 2014-15 compared to the turnover of 2908.52 lacs in the previous financial year 2013.14. Your Company incurred a net loss of Rs.198.08 lacs during the financial year 2014-15 against a net profit of 3.90 lacs during the previous financial year 2013.14. Your directors will take further effort to increase the turnover and net profit.

Dividend: Your Director has not recommended any dividend for the year under review.

SHARE CAPITAL:

The Paid up equity capital as on 31st March, 2015 was 2, 079.63 Lacs. During the year under review the Company has not issued any shares to the Shareholders. The company has not issued shares with different voting rights nor granted stock option nor sweat equity,

FINANCE:

Cash and cash equivalents as at 31st March, 2015 was 51.55 Lacs. The Company continues to focus on judicious management of its working capital, Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by the company is given in the notes to the financial statements.

OUTLOOK FOR THE CURRENT YEAR:

Your company will establish infrastructure facilities for separate super speciality for Cornea and Retina at Peelamedu Main Hospital, Coimbatore.

Your Company is planning to establish the new center at Gobichettipalayam, Erode District.

CORPORATE SOCIAL RESPONSIBILITIES:

Your company always places greater importance to manage its affairs with highest levels of transparency, accountability and integrity and is committed to achieve and maintain the high standards of corporate governance on sustained basis. Your Company reaches out to the needy sections of the society in many ways. In line with this policy, your Company has been continuously organizing many free eye camps along with trust to provide free eye treatment to people below the poverty line.

OPPORTUNITIES AND THREATS:

Through there is a stiff competition in eye care, our company is reasonably doing well. It is because of the established name for quality eye care and increase in demand for eye care in the public.

Our company is situated at South India and faces competition from other hospitals in the home town. We have introduced new departments in Ophthalmology and additional facilities for patients in Coimbatore and other centers.

COMPETITION:

The competition from the un-organized sector would be met by delivering quality eye care on par with international standards which the un-organized sector lacks in view of constraints in investment to create a quality eye hospital.

Because of increased opportunities, many private players are entering into this sector. Your Company can counter this challenge by providing focused eye care delivery and by deploying the state of the art equipments backed by panel of expert Doctors.

SHORTAGE OF SKILLED MANPOWER:

Increasing demand for health care services combined with the aggressive expansion by the Indian private health care players is expected to significantly increase the demand for medical professionals. Similarly there is a shortage of medical and para-medical staff. We have a talented and skilled manpower in terms of Doctors, Nurses and para-medical staff. We continue to attract talented and skilled medical professionals.

INVESTMENT:

The health care sector is a capital intensive sector and need significant funding to grow.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Financial performance with respect to operational performance has been dealt with in the Directors' Report which should be treated as forming part of this Management Discussion and Analysis Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has established internal control systems to ensure optimum use in protecting its resources and ensuring adherence to its policies, procedures and statutes. There is proper and adequate system of internal control for the company and its branches. The company has employed its own internal audit department to review the adequacy of the internal control system, procedures and policies. The internal auditor evaluates the adequacy of the internal control systems by testing the control mechanism and gives their recommendations to the management.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review your company has incurred the foreign exchange outgo to the tune of 275.75 Lacs. (Previous year : Nil)

INDUSTRIAL RELATIONS:

During the year under review, your company enjoyed cordial relationship with the employees at all levels.

DIRECTORS:

Dr.Kavetha Sundaramoorthy retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

All Independent Directors have given declaration 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, Nomination and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY: The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration policy is stated in the Corporate Governance Report.

BOARD MEETINGS: During he year five Board Meeting, four Audit Committee Meetings and two Nomination and Remuneration Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE: The composition of audit committee, number of meetings hold and the attendance of directors there to have been provided under an identical head in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) 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. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

V. Internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively.

VI. Devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

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, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and the Company's operations in future.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year, there was no change in the nature of business of the Company

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and date of the report.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.lotuseye.org.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel of the Company as stipulated under the Companies Act, 2013 are Dr.S.K.Sundaramoorthy, Managing Director, Ms.Sangeetha Sundaramorthy, Whole-time Director, CA.M.Venkatachalapathi, Chief Financial Officer and CS.K.Rangasamy, Company Secretary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. There are no observations made in the report for the relevant period. However, the company would ensure that all the provisions are complied to the fullest extent.

STATUTORY AUDITORS:

The Statutory Auditors M/s.V E K A M and Associates, Chartered Accountants, Coimbatore, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

SECRETARIAL AUDIT:

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.P.Eswaramoorhy, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a Risk Management Committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

As on 31st March, 2015, none of the employees were in receipt of remuneration in excess of the limits prescribed in Section 197 read with Rule 5, 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 .

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

INFORMATION AS PER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013:

Since the Company is in service industry and does not do any manufacturing activity, the particulars regarding conservation of energy and technology absorption stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable.

The particulars regarding foreign exchange inflow and outflow appear as item no.12 in General Notes on Accounts.

CAUTIONARY STATEMENT:

Statement in this Management Discussion and Analysis describing the health care sector's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff at all levels for their continuous cooperation and assistance.

for and on behalf of the Board

Place : Coimbatore (Sd.) Dr. S.K. Sundaramoorthy Date : 30th May, 2015 Chairman and Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 17th Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March 2014.

FINANCIAL RESULTS ( Rs in lacs)

Particulars 31.03.2014 31.03.2013 (Current year) (Previous year)

Income from Operations and other income 2908.52 2979.36

Profit before Depreciation and Tax 363.69 423.36

Less: Depreciation 353.71 373.20

Profit / (Loss) before Tax 9.98 50.16

Less: Provision for Taxes 6.08 8.66

Profit / (Loss) after tax transferred to Reserves & Surplus 3.90 41.50

Review of Operations and Performance :

Your company has reported a turnover of . 2,908.52 lacs during the financial year 2013-14 compared to the turnover of Rs. 2,979.36 lacs in the previous financial year 2012-13. Your Company earned a net profit of r.3.90 lacs during the financial year 2013-14 against a net profit of Rs.41.50 lacs during the previous financial year 2012-13. Your directors will take further effort to increase the turnover and net profit.

Dividend : Your Directors have not recommended any dividend for the year under review. Outlook for the current year :

Your Company will establish infrastructure facilities for separate super speciality for Cornea and Retina at Peelamedu Main Hospital, Coimbatore.

Your Company is on the look off for better infrastructure facilities either own or rented at Salem and Tirupur. The existing facility at Peramanur East, Salem does not have lift facility as the space is not adequate.

Your Company is planning to establish the new center at Gobichettipalayam, Erode District.

Corporate Social Responsibilities:

Your Company always places greater importance to manage its affairs with highest levels of transparency, accountability and integrity and is committed to achieve and maintain the high standards of corporate governance on sustained basis. Your Company reaches out to the needy sections of the society in many ways. In line with this policy, your Company has been continuously organizing many free eye camps along with trust to provide free eye treatment to people below the poverty line.

Opportunities and Threats:

Though there is a stiff competition in eye care, our company is reasonably doing well. It is because of the established name for quality eye care and increase in demand for eye care in the public.

Our company is situated at South India and faces competition from other hospitals in the home town. So we have introduced new departments in Opthalmology and additional facilities for patients in Coimbatore and other centers.

Competition:

The competition from the un-organized sector would be met by delivering quality eye care on par with international standards which the un-organized sector lacks in view of constraints in investment to create a quality eye hospital.

Because of increased opportunities, many private players are entering into this sector. Your Company can counter this challenge by providing focused eye care delivery and by deploying the state of the art equipments backed by panel of expert Doctors.

Shortage of Skilled Manpower :

Increasing demand for health care services combined with the aggressive expansion by the Indian private health care players is expected to significantly increase the demand for medical professionals. Similarly there is a shortage of medical and para-medical staff. We have a talented and skilled manpower in terms of Doctors, Nurses and para-medical staff. We continue to attract talented and skilled medical professionals.

Investment :

The health care sector is a capital intensive sector and need significant funding to grow.

Financial performance with respect to operational performance :

Financial performance with respect to operational performance has been dealt with in the Directors'' Report which should be treated as forming part of this Management Discussion and Analysis Report.

Internal Control Systems and their Adequacy :

The company has established internal control systems to ensure optimum use in protecting its resources and ensuring adherence to its policies, procedures and statutes. There is proper and adequate system of internal control for the company and its branches. The company has also employed its own internal audit department to review the adequacy of the internal control system, procedures and policies. The internal auditor evaluates the adequacy of the internal control systems by testing the control mechanism and gives their recommendations to the management.

Directors :

Dr. Kavetha Sundaramoorthy retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

Directors'' Responsibility Statement : The Directors confirm that

I. In the preparation of annual accounts the applicable accounting standards have been followed.

II. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the profit of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities

IV. Annual accounts have been prepared on going concern basis.

Particulars of Employees:

As on 31st March 2014, none of the employees were in receipt of remuneration in excess of the limits prescribed in sub- section 2A of section 217 of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules 1994. Information as per section 217 (1) (e) of the Companies Act, 1956:

Since the Company is in service industry and does not do any manufacturing activity, the particulars regarding conservation of energy and absorption in the (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are not applicable. The particulars regarding foreign exchange inflow and outflow appear as item no. 13 in General Notes on Accounts.

Fixed Deposits :

Your company has not accepted any fixed deposits from the public.

Report of Corporate Governance :

The Company has complied with the requirement of the corporate governance in terms of the listing agreements with the Stock Exchanges. The detailed report on corporate governance is annexed and forming part of this report.

Compliance certificate on Corporate governance :

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges is attached to this report Auditors :

The Auditors M/s. V E K A M and Associates, Chartered Accountants, Coimbatore retires at the ensuing Annual General Meeting and are eligible for re-appointment in accordance with the provisions of Section 139(1) and Section 141 of the Companies Act, 2013.

Acknowledgement :

Your directors thank the Shareholders, suppliers, customers and bankers for their continued support during the year. Your directors also place on record their appreciation of the contribution made by the employees at all level towards the growth of the Company.

For and on behalf of the Board

Place : Coimbatore (Sd.) Dr. S.K. Sundaramoorthy Date : 24th May, 2014 Chairman and Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the 15th Annual Report of your Company together with the audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS ( Rs. in lacs)

Particulars 31.03.2012 31.03.2011 (Current year) (Previous year)

Income from Operations and other income 2658.63 1983.82

Profit before Depreciation and Tax 189.60 331.59

Less: Depreciation 414.11 263.85

Profit /(Loss) before Tax (224.51) 67.74

Less: Provision for Taxes 0.66 24.23

Profit / (Loss) after tax transferred to Reserves & Surplus (225.17) 43.51

Review of Operations and Performance:

You will be glad to note that your company registered a growth of 34.01% in turnover from f. 1983.82 lacs in 2010-11 to Rs.. 2658.63 in 2011-12. Your Company incurred a net loss of Rs.. 225.17 lacs in 2011-12 as against a net Profit of Rs.. 43.51 lacs during the previous financial year 2010-11. This loss mainly due to the depreciation and amortization of leased assets written off during the year.

Dividend : Your Directors have not recommended any dividend for the year under review.

Outlook for the current yean

Your company will establish infrastructure facilities for separate super speciality for Cornea and Retina at Peelamedu Main Hospital, Coimbatore.

Your company will convert the primary eye care center at Mettuppalayam and Salem II to the secondary eye care centre. Your company is planning to establish more primary eye care centers within south India.

Your Company is on the look off for better infrastructure facilities either own or rented at Salem The existing facility at Peramanur East, Salem does not have lift facility and the space is not adequate.

Your Company is on the look off to find a better building at Tirupur so that the present building can be shifted to the new facilities.

Corporate Social Responsibilities:

Your Company supports in a humble way to the needy sections of the society in many ways. In line with this policy, your Company has been continuously organizing many free eye camps along with trust to provide free eye treatment to people below the poverty line.

Opportunities and Threats:

Though there is a stiff competition in eye care, our company is reasonably well established and gaining to grow for quality eye care and increase in demand for eye care in the public.

Our company is situated at South India and faces competition from other hospitals in the home town and introduced new departments in Ophthamology and additional facilities for patients in Coimbatore and other centers.

Competition

The competition from the un-organized sector would be met by delivering quality eye care on par with international standards which the un-organized sector lacks in view of constraints in investment to create a quality eye hospital. Competition by private sectors and obsolence of medical equipments due to rapid technological changes are the various challenges faced by the company.

Because of increased opportunities, many private players are entering into this sector. Your Company can counter this challenge by providing focused eye care delivery and by deploying the state of the art equipments backed by panel of expert Doctors.

Shortage of Skilled Manpower

Increasing demand for health care services combined with the aggressive expansion by the Indian private health care players is expected to significantly increase the demand for medical professionals. Similarly there is a shortage of medical and para-medical staff. We have a talented and skilled manpower in terms of Doctors, Nurses and para-medical staff. We continue to attract talented and skilled medical professionals.

Investment

The health care sector is a capital intensive sector and need significant funding to grow.

Directors:

Mr.R.Subramanian and Dr. S.S.Badrinath retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board place on record the conferment of "LIFE TIME ACHIEVEMENT AWARD" conferred by Dr.M.G.R. University, Chennai to our Chairman and Managing Director Dr.S.K.Sundaramoorthy for his excellent and outstanding performance in the field of medicine.

Directors' Responsibility Statement:

The Directors confirm that

I. In the preparation of annual accounts the applicable accounting standards have been followed.

II. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

Particulars of Employees:

As on 31st March 2012, none of the employees were in receipt of remuneration in excess of the limits prescribed in sub- section 2A of section 217 of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules 1994.

Information as per section 217 (1) (e) of the Companies Act, 1956:

Since the Company is in service industry and does not do any manufacturing activity, the particulars regarding conservation of energy and absorption in the (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are not applicable. The particulars regarding foreign exchange inflow and outflow appear as item no. 9 in Notes on Accounts.

Fixed Deposits:

Your company has not accepted any fixed deposits from the public.

Report of Corporate Governance:

The Company has complied with the requirement of the corporate governance in terms of the listing agreements with the Stock Exchanges. The detailed report on corporate governance is annexed and forming part of this report.

Compliance certificate on corporate governance:

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges is attached to this report.

Auditors:

M/s. V E K A M and Associates, Chartered Accountants, the Auditors of the Company retire at the forthcoming Annual General Meeting have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re- appointed.

Acknowledgement:

Your directors thank the Shareholders, suppliers, customers and bankers for their continued support during the year. Your directors also place on record their appreciation of the contribution made by the employees at all level towards the growth of the Company.

By order of the Board For LOTUS EYE CARE HOSPITAL LIMITED

Place : Coimbatore (Sd.) K. Rangasamy

Date : 07th August, 2012 Company Secretary

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Mar 31, 2010

The Directors have pleasure in presenting the 13th Annual Report of your Company together with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. in lacs)

Particulars 31.03.2010 311)3.2009

(Current year) (previous year)

Income from Operations and other income 1397.30 1291.52

Profit before Depreciation and Tax 235.33 305.88

Less: Depreciation 256.47 166.49

Profit /(Loss) before Tax (21.14) 139.40

Less: Provision for Taxes 2.73 23.16

Profit / (Loss) after tax transferred to Reserves & Surplus (23.87) 116.24

Review of Operations and Performance:

During the financial year ended 31s March 2010, the gross income from operations and other income amounts to Rs.1397.30 Lacs showing 8.19 % increase over the previous financial year 31s March 2009. Due to absorption of higher amount of depreciation and overall increase in operating cost, the company has incurred a net loss of Rs.23.87 lacs during this financial year.

Dividend: Your Director have not recommended any dividend for the year under review.

Outlook for the current year:

Your company is in the process of establishing the primary eye care centre at Mettuppalayam,one more centre at Salem and Tertiary eye care hospital at Cochin during the current financial year.

Your company has proposed to construct the new building at the adjacent land purchased last year at Peelamedu,Coimbatore Main Hospital. It is planned to merge the existing hospital and to expand new facilities like diabetic center and free camp section separately in the expanded building. Your Company has proposed to open the geivril pharmacy, optical shop and refreshment cafe in the proposed new building at Peelamedu.

The possibility of opening new centres in potential areas is being explored.

Corporate Social Responsibilities:

In its role as a socially responsible corporate citizen, your Company reaches out to the needy sections of the society in many ways. In line with this policy, your Company has been continuously organizing many free eye camps along with trust to provide free eye treatment to peoples below the poverty line.

Opportunities and Threats:

Through there is a stiff competition in eye care, our company is reasonably doing well. It is because of the established name for quality eye care and increase in demand for eye care in the public.

Our company is situated at South India and faces competition from other hospitals in the home town. We have introduced new departments in Ophthalmology and additional facilities for patients in Coimbatore and other centers.

Utilization of IPO Proceeds along with loan and internal generations of funds:

The Company has envisaged utilization of IPO Proceeds in respect of the following objects and up to financial year 2009-10 has utilized Rs. 4748.57 lacs towards the objects as detailed below:

Sl.No Objects / Expenditure items Total Cost to be Estimated Actual Utilization in FY

met from IPO Utilization 2008-09 & 2009-10 Proceeds

01 Land 1580.00 1580.00 1949.66

02 Building 1590.00 1590.00 893.29

03 Infrastructure 330.00 330.00 246.05

04 Equipments 980.00 980.00 1166.71

05 Staff quarters 75.00 75.00 75.00

06 Setting up primary eye care unit 330.00 330.00 0.00

07 Working Capital requirement 150.00 150.00 30.00

08 Public Issue Expenses 270.00 270.00 387.86

09 Contingencies 195.00 195.00 O00

Total 5500.00 5500.00 4748.57

The remaining objects are being pursued.

Unutilized IPO funds are held as investment in deposit account of Rs.77.24 lacs, Current account of Rs.12.47 lacs. An amount of Rs.646.92 lacs has been used to reduce the term liability from ICICI Bank and Indian Overseas bank to reduce interest cost as an interim measure pending deployment towards Objects of the issue.

Competition:

The competition from the un-organized sector would be met by delivering quality eye care on par with international standards which the un-organized sector lacks in view of constraints in investment to create a quality hospital.

Because of increased opportunities, many private players are entering into this sector. Your Company can counter this challenge by providing focused eye care delivery and by deploying the state of the art equipments backed by panel of expert Doctors.

Shortage of Skilled Manpower:

Increasing demand for health care services combined with the aggressive expansion by the Indian private health care players is expected to significantly increase the demand for medical professionals. Similarly there is a shortage of medical and para-medical staff. We have a talented and skilled manpower in terms of Doctors, Nurses and para-medical staff. We continue to attract talented and skilled medical professionals.

Capital Investment:

The total capital investment including the work in progress incurred up to March 2009 was Rs.988.70 lacs which were related to the construction of building at Peelamedu and R.S.Puram and the purchase of medical equipments and infrastructures. This capital expenditure was met through IPO, Internal generation as well as building loan availed from Banks.

Directors:

Dr.S.S.Badrinath and Mr.R.Subramanian retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Directors Responsibility Statement:

The Directors confirm that

I. In the preparation of annual accounts the applicable accounting standards have been followed.

II. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the company at the end of the financial year and of the company for that period.

Ill Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance

with the provisions of the companies Act ,1956 for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

IV. Annual accounts have been prepared on going concern basis.

Particulars of Employees:

As on 31st March 2010, none of the employees were in receipt of remuneration in excess of the limits prescribed in sub- section 2A of section 217 of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules 1994.

Information as per section 217 (1) (e) of the Companies Act, 1956:

Since the Company is in service industry and does not do any manufacturing activity, the particulars regarding conservation of energy and absorption in the (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are not applicable. The particulars regarding foreign exchange inflow and outflow appear as item no. 9 in Notes on Accounts.

Fixed Deposits:

Your company has not accepted any fixed deposits from the public.

Report of Corporate Governance:

The Company has complied with the requirement of the corporate governance in terms of the listing agreements with the Stock Exchanges. The detailed report on corporate governance is annexed and forming part of this report.

Compliance certificate on corporate governance:

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance as t.(ipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges is attached to this report.

Auditors:

M/s. Vekam and Associates, Chartered Accountants, the Auditors of the Company retire at the forthcoming Annual General Meeting have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re- appointed.

Acknowledgement:

Your directors thank the Shareholders, suppliers, customers and bankers for their continued support during the year. Your directors also place on record their appreciation of the contribution made by the employees at all level towards the growth of the Company.

Place :Coimbatore Date :10 th August,2010 for and on behalf of the Board (Sd.) Dr.S.K.Sundaramoorthy Chairman and Managing Director