26 th annual report - jaipurhospital.co.in hospital annual report-20… · namely, jaipur...

A UNIT OF

SHARMA EAST INDIA HOSPITALS

& MEDICAL RESEARCH LIMITED

Annual Report2014-2015

26th

2014-2015Annual Report26

th

BOARD OF DIRECTORS

th26 Annual General MeetingTHFRIDAY THE 18 SEPTEMBER, 2015

AT SHARMA AGRICULTURE FARMTAKIA KI CHOWKI, KALWAD ROAD,

JHOTWARA, JAIPURAT 3.00 PM

Managing Director Dr. Shailendra Sharma

Directors Mr. Ganpat Rai Sharma

Dr. Karan Sharma

Mr. Subhash Chand Jain

Mr. Madhur Krishna Khaitan

Mrs. Avani Agarwal

Chief Financial Officer Mr. Vimal Kumar Joshi

Company Secretary Ms. Bhavyata Soni

Auditors M/S Gopal Sharma & Company,

Chartered Accountants,

307, Ocean Appartments, Kanti Chand Road,

Bani Park, Jaipur.

Bankers PNB, SBBJ and SBI

Registered Office Jaipur Hospital,

Lal Kothi, Near S.M.S. Stadium

Tonk Road, Jaipur-302015

Phone: 2742557, 2742817

Website: www.jaipurhospital.co.in

Email: [email protected]

Registrar and Transfer M/s Beetal Financial & Computer Services P. Ltd

Agents Beetal House, 3rd Floor, 99, Madangir, Behind Local

Shopping Centre, Near Dada Harshukh Das Mandir,

New Delhi-110062

SHARMA EAST INDIA HOSPITALS & MEDICAL RESEARCH LIMITED2014-2015

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Contents

Major Achievements of the Company 02

Notice 04

Directors's Report 14

Management Discussion and Analysis 36

Corporate Governance Report 39

CEO/CFO Certification 53

Auditors Certificate on Corporate Governance 54

Auditors Report 55

Balance Sheet 60

Statement of Profit and Loss Account 61

Cash Flow Statement 62

Significant Accounting Policies 64

Notes forming part of the Financial Statements 71

Proxy Form & Attendance Slip 81

Major Achievements of the Company:-

1. The first assessment of the company was conducted by National Accreditation Board for

Hospitals and Health Care Providers (NABH), NABH accreditation system is one of the

methods for commitment to quality enhancement throughout whole of the health care

system in India. It involves all professional and service groups to ensure that high quality

in health care is achieved, while minimizing the inherent risks associated with modern

health care delivery. NABH accreditation will be a scarce jewel for the Company.

2. Performance of the organization against the stated mission is achieved by the increase in

number of patients and number of surgeries from the last year.

3. After the new approvals now company is empanelled with 69 Institutions and TPAs

namely, Jaipur Development Authority (JDA), Med save Health Care Limited, MD India

Healthcare Services (TPA) (P) Ltd., Medicare TPA Services (I) Pvt. Ltd., Rajasthan Rajya

Sahakari Bhoomi Vikas Bank Limited, Rajasthan State Pollution Control Board, Central

Institute of Plastics Eng. & Technology, Mecon Limited, National Textile Corporation

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(Delhi, Punjab, & Raj.)Ltd., Rajasthan Tours Pvt. Ltd, Central Sheep &Wool Research

Institute, Central Bank of India, The Bank Officers'(Retired)Association, Rajasthan

Sanskrit University, ITC Limited, Parivar Seva Sanstha, Hotel Jaipur Ashok, University of

Rajasthan, Ashok Club, Airport Authority Of India, Hexacom India Limited, Dedicated

Healthcare Services TPA (P) Ltd., Rashtriya Chemical & Fertilizers Limited, Rajasthan

State Cooperative Marketing Federation Limited (RAJFED), Rajasthan State Mines &

Minerals Limited, Tata Memorial Center Hospital (Tissue Bank), National Fertilizers

Limited, Employees' State Insurance Corporation, Programs The Smile Train, Rajasthan

State Industrial Development & Investment RIICO, Food Corporation Of India (FCI),

Hindustan Petroleum Corporation Ltd, The Bank of Rajasthan Limited, Housing & Urban

Development Co. Ltd , Ex-Servicemen Contributory Health Scheme (ECHS), The

General manager Claim Dept. (RAJCOMP), Central Government Health Scheme,

Rajasthan State Road Development & Construction Corporation Limited, Rajasthan

Tourism Development Corporation Limited (RTDC), Alan kit Health Care Limited,

Rajasthan State Seeds Corporation Limited, Family Health Plan Ltd., Rajasthan Energy

Development Agency, Raksha TPA Pvt. Ltd., Rajasthan State Ware House Corporation,

UCO Bank, Rajasthan Cooperative Dairy Federation Ltd., State Bank Of India, Rastriya

Ispat Nigam Limited, State Bank of Bikaner & Jaipur, Paramount Health Services (P)

Limited, Reserve Bank Of India, E-Meditek TPA Services Limited, Bank of India.

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NOTICE:

Notice is hereby given that the 26th Annual General Meeting of the members of Sharma East India Hospitals & Medical Research Limited will be held as per the schedule below:

Date : 18th September, 2015

Day : Friday

Time : 3.00 P.M.

Place : Sharma Agricultural Farm, Takia Ki Chowki,

Kalwad Road, Jhotwara, Jaipur

To transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2015 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Dr. Karan Sharma (DIN: 01484050) who retires by rotation and being eligible, offers himself for re-appointment and if thought fit, to pass a resolution as an Ordinary Resolution.

"RESOLVED THAT pursuant to provisions of Section 149 and 152 of the Companies Act, 2013, Dr. Karan Sharma (DIN: 01484050), who retires by rotation and being eligible, offers himself for re-appointment, be and is herby re-appointed as a director of the Company, liable to retire by rotation"

3. Appointment of Auditors

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary resolution:

"RESOLVED THAT pursuant to provisions of Sec. 139(9), 142(1) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the appointment of M/S Gopal Sharma & Co., Chartered Accountants (Firm Registration No. 002803C) situated at 307, Ocean Appartments, Kanti Chand Road, Bani Park, Jaipur, approved in the Twenty Fifth Annual General Meeting until Thirtieth Annual General Meeting, be and is hereby ratified in this Annual General Meeting till the conclusion of next Annual General Meeting to audit the accounts of the Company, including audit of cash flow statement, at such a remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors."

SPECIAL BUSINESS

4. To consider and, if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and other applicable provisions, if any of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including statutory modifications or enactments therof from time to time, consent of the shareholders be and is herby accorded to the re-appointment of Dr. Shailendra Sharma (DIN:00432070) as Managing Director of the Company for a period of 5 years w.e.f. 14th August, 2015 at a Remuneration set out in the Agreement."

5. Appointment of Mr. Madhur Krishna Khaitan (DIN: 00820760) as an Independent Director of the Company

To consider and if thought fit to pass with or without modification(s), the following resolution as

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BY ORDER OF THE BOARD

Sd/-Bhavyata Soni

(COMPANY SECRETARY)

Date: 14.08.2015

Registered OfficeJaipur HospitalLal Kothi, Near S.M.S. StadiumTonk Road, Jaipur-302015CIN:L85110RJ1989PLC005206

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an Ordinary Resolution:

"RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Mr. Madhur Krishna Khaitan (DIN: 00820760), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company under Section 149 of the Companies Act, 2013 for a period of 5 years from the date of this Annual General Meeting."

6. Appointment of Mr. Subhash Chand Jain (DIN: 00432108) as an Independent Director of the Company

To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Mr. Subhash Chand Jain (DIN: 00432108), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company under Section 149 of the Companies Act, 2013 for a period of 5 years from the date of this Annual General Meeting."

7. Appointment of Mrs. Avani Agarwal (DIN: 03121949) as an Independent Director of the Company

To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Mrs. Avani Agarwal (DIN: 03121949), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for Independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company under Section 149 of the Companies Act, 2013 for a period of 5 years from the date of this Annual General Meeting."

8. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions of Section 152 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) Mrs. Maya Sharma, (holding DIN: 00432496) be and is hereby appointed as Director of the Company, with effect from date of AGM."


NOTES:

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not to be a member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the meeting. Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

2. The explanatory statement pursuant to section 102(1) of Companies Act, 2013, with regard to business as set out in Item Numbers 4 to 8 is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company will remain closed from 12th September, 2015 to 18th September, 2015 both days inclusive.

4. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers etc., to their Depository Participant (DP), changes intimated to the DP will then be automatically corrected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents M/s Beetal Financial & Computers Services (P) Ltd. to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to M/s Beetal Financial & Computers Services (P) Ltd.

5. The Notice of the AGM along with the Annual Report 2014-15 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.

The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the depository participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Company/ Registrar.

6. GREEN INITIATIVE: The Ministry of Corporate Affairs ("MCA"), Government of India, through its Circular No.17/2011 dated 21st April, 2011 and Circular No.18/2011 dated 29th April, 2011, has allowed companies to send Annual Report comprising of Balance Sheet, Profit & Loss Account, Directors Report, Auditors Report and Explanatory Statement etc. through electronic mode to the registered e-mail address of the members. Keeping in view the underlying theme and the circulars issued by MCA, we propose to send future communications in electronic mode to the e-mail address provided by you to the depositories and made available by them being the registered address. By opting to receive communication through electronic mode you have the benefit of receiving communications promptly and avoiding loss in postal transit.

Members who hold shares in physical form and desire to receive the documents in electronic mode are requested to please promptly provide their details (name, folio no., e-mail id) to the Registrar and Transfer Agent of the Company. Members who hold shares in electronic form

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are requested to get their details updated with the respective Depositories.

The annual report and other communications/documents sent electronically would also be displayed on the Company's website: www.jaipurhospital.co.in. As a Member of the Company, you will be furnished, free of cost, a printed copy of the Annual Report of the Company, upon receipt of a requisition from you.

We request you to support this initiative and opt for the electronic mode of communication by submitting your e-mail address to your DP or to the Company's Registrar, in the interest of the environment.

7. In compliance with the provisions of section 108 of the Companies Act, 2013 and the Rules framed there under, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL on all resolutions set forth in this Notice. The business at the Annual General Meeting may be transacted through electronic voting system.

The instructions for members for voting electronically are as under:-

(i) The voting period begins on Monday, 14th day of September, 2015 (10.00 A.M.) and ends on Thursday, 17th day of September, 2015 (5.00 P.M.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date on Saturday, the 12th day of September, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii)If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Enter the Date of Birth as recorded in your demat account or in the company records Details# for the said demat account or folio in dd/mm/yyyy format.

Or Date of Birth If both the details are not recorded with the depository or company please enter theDOB member id / folio number in the Dividend Bank details field as mentioned in instruction (v).


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(ix) After entering these details appropriately, click on "SUBMIT" tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant Company Name i.e. SHARMA EAST INDIA HOSPITALS AND MEDICAL RESEARCH LIMITED on which you choose to vote.

(xiii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

(xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.

(xviii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Note for Non - Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e.12TH September,2015 may follow the same instructions as mentioned above for e-Voting.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently


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Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected]

Other Instructions:

(i) The e-voting period commences on Monday, 14th day of September, 2015 (10.00 A.M.) and ends on Thursday, 17th day of September, 2015 (5.00 P.M.). During this period, Members of the Company, holding shares either in physical form or in dematerialized form , as on Saturday, 12th September, 2015, may cast their vote electronically.

(ii) The facility for voting through electronic voting system and polling papers shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able to cast their vote at the meeting.

(iii) The Scrutinizer has been appointed to scrutinize the e-voting process (including the polling papers of the members who have not cast their vote through the e-voting process) in a fair and transparent manner.

(iv) A Member can opt for only one mode of voting i.e. either through E-Voting or by polling papers.

(v) The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

8. Members are requested to lodge the transfer, transmission of shares at the registered office or to the Registrar & Share Transfer Agent M/s. Beetal Financial & Computer Services (P) Ltd, Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harshukh Das Mandir, New Delhi-110062 and to inform any change in their address immediately so as to enable the company to do future communications at their correct address.

9. The Company's shares are listed on The Bombay Stock Exchange Limited.

10. Pursuant to Clause 49 of the Listing Agreement, additional particulars of Directors seeking appointment/re-appointment at the Annual General Meeting is provided in this Annual Report.

11. Members desiring any information as regards to accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready.



Sd/-Bhavyata Soni

(COMPANY SECRETARY)

Date: 14.08.2015


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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4

Dr. Shailendra Sharma (DIN 00432070), Managing Director of the Company since 1991 is

contributing significantly to the successful working of the company. The tenure of his

appointment as Managing Director was expiring on 13th August, 2015. In view of his

valuable experience and expertise, it was in the interest of company to have his association

and gain from his wise counsel. Therefore the Board of Directors in their meeting held on

14th August, 2015 re-appointed Dr. Shailendra Sharma (DIN : 00432070) as Managing

Director of the Company for the period of five years with effect from 14th August, 2015. This

re-appointment is subject to the approval of the members of the company as per Section 196

of Companies Act, 2013. Hence the same requires approval of the members vide Special

Resolution in this Annual General Meeting.

The terms of re-appointment and remuneration payable are as follows:

i) Remuneration payable shall be within the limits as contained in the provisions of Section 197

read with Schedule V of the Companies Act, 2013. Performance linked bonus or

commission on profits shall be paid at the discretion of the Board of Directors and

Nomination and Remuneration Committee.

ii) Perquisites shall be evaluated as per Income Tax Rules, wherever applicable. In the

absence of any such rule, perquisites shall be evaluated at actual cost.

iii) Total remuneration shall include contribution towards Provident Fund.

iv) The limits stipulated are the maximum limits and the Board may in its absolute discretion pay

a lower remuneration and revise the same from time to time within the maximum limits

stipulated herein above.

v) In the absence of or inadequacy of profits in any Financial Year the remuneration payable to

the Managing Director by way of salary and perquisites shall not exceed maximum limits

prescribed under the Schedule V of the Companies Act, 2013.

vi) The actual travelling expenses incurred by the Managing Director for the work related with

the company shall be reimbursed by the company.

vii) Actual entertainment expenses reasonably incurred by the Managing Director for the

business of the company shall be reimbursed by the company.

viii) The Managing Director will be entitled to the use of Motor Car of the Company for official

purposes only. All the expenses of running and maintenance of the Motor Car will be borne

and paid by the company.

ix) The Board of Directors of the company on the recommendation of Nomination and

Remuneration Committee shall have authority to alter or vary the terms of re-appointment


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and remuneration payable to the Managing Director within the limits of Section 197 and

Schedule V of Companies Act, 2013.

The proposed resolution of re-appointment of Managing Director is required to be passed as a

Special Resolution as per the provisions of Section 197 and Schedule V of Companies Act, 2013

and as such, the directors commend your approval.

Copy of the terms and conditions governing the re-appointment is available for inspection by

members during business hours on any working day before the date of Annual General Meeting.

Mr. Ganpat Rai Sharma, Chairman of the Company, being father of Dr. Shailendra Sharma and Dr.

Karan Sharma, Director of the company, being son of Dr. Shailendra Sharma may be deemed

concerned and interested in the said resolution.

Except above none of the other Directors in any way is concerned or interested in this resolution

proposed to be passed.

A brief profile of Managing Director to be re-appointed is enclosed with this notice.

Item Nos. 5 to 7:

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered with

the Bombay Stock Exchange, appointed Mr. Madhur Krishna Khaitan, Mr. Subhash Chand Jain

and Mrs. Avani Agarwal, as Independent Directors at various times, in compliance with the

requirements of the clause.

Pursuant to the provisions of Section 149(4) of the Companies Act, 2013 which came into effect

from April 1, 2014, every listed public company is required to have at least one-third of the total

number of directors as independent directors.

As on 1st April, 2014 the company already had requisite number of independent directors on its

board i.e. company was in compliance of Section 149(4) of the Companies Act, 2013.

Mr. Madhur Krishna Khaitan, Mr. Subhash Chand Jain and Mrs. Avani Agarwal, non-executive

directors of the Company, have given a declaration to the Board that they meet the criteria of

independence as provided under section 149(6) of the Act. In the opinion of the Board, each of

these directors fulfill the conditions specified in the Act and the Rules framed thereunder for

appointment as Independent Director and they are independent of the management.

In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment

of these directors as Independent Directors is being placed before the Members for their approval

by Ordinary Resolution.

The terms and conditions of the above Directors shall be open for inspection by the Members at the

Registered Office of the Company during normal business hours on any working day.

None of the Directors of the company in any way is concerned or interested in this resolution


Sd/-Bhavyata Soni

(COMPANY SECRETARY)

Date: 14.08.2015


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proposed to be passed.

A brief profile of Directors to be appointed is enclosed with this notice.

Item No. 8:

Notice under section 160 of the Act has been received along with a deposit of Rs. 1,00,000/- from

Dr. Shailendra Kumar Sharma, a member and Managing Director of the Company, holding

4,12,200 equity shares for Mrs. Maya Sharma proposing her appointment as Director of the

Company. Further Nomination and Remuneration Committee of the company has recommended

this appointment. Requisite consent, pursuant to section 152(5) of the Act and declaration

pursuant to Section 164(2) of the Act and rules thereunder, have been received from Mrs. Maya

Sharma to act as Director, if appointed.

This appointment is not in the ambit of Section 188(1)(f) of Companies Act, 2013 read with

explanation thereto.

None of the Directors and Key Managerial Personnel or their relatives of the company other than

Dr. Shailendra Kumar Sharma(Managing Director), Mr Ganpat Rai Sharma and Dr. Karan

Sharma, Directors of the company, are in any way, concerned or interested, financially or

otherwise, in the proposed resolution.

The Board recommends this Resolution for approval of the members as an Ordinary Resolution.

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DIRECTOR'S REPORT

To,

The Members,

Your Directors have pleasure in submitting their Twenty Sixth Annual Report on the business and

operations of your Company together with the Audited Annual Accounts and Cash Flow Statement

for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

(` in Lacs)

For the year ended on

2014-2015 2013-2014

Professional Receipts & Other income 1691.65 1354.51

Profit before interest, Depreciation & Tax 178.68 222.12

Less : Interest 74.83 58.62

Operating Profit 103.85 163.50

Less: Depreciation 60.50 59.88

Net Profit before Tax 43.35 103.62

Add/(Less): Tax Expense

Current Tax (12.69) (29.67)

Net Deferred Tax 26.37 (2.35)

Net Profit After Tax 57.03 71.60

Add: Profit brought forward from Previous Year 242.61 171.01

Less: Fixed Assets written off 96.16 -

Surplus carried forward to Balance Sheet 203.48 242.61

Earning per Share (Basic) 1.74 2.18

Earning per Share (Diluted) 1.74 2.18

14


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2. DIVIDEND AND RESERVES

Your Directors have considered it financially prudent in the long-term interests of the Company to

reinvest the profits into the business to build a strong reserve base and grow the business of the

Company. Further, in view of marginal funds, the Board of Directors doesn't recommend payment

of dividend for the year under review. The company carries reserves of Rs. 203.48 Lacs under the

head surplus at the end of the financial year 2014-15.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company's Professional Receipts and Other Income are Rs. 1691.65 Lacs during the current

year as compared to Rs. 1354.51 Lacs during the previous year and the company has earned a

profit after tax is Rs. 57.03 Lacs during the current year as compared to Rs. 71.60 Lacs in Previous

year. Decline in profits is due to increase in Cost of Material Consumption.

Further your Company has been continuously making efforts to enhance the operations and also

trying to hold its grip over upcoming opportunities in Medical & Health Industry.

4. DISCLOSURE OF MATERIAL CHANGES SINCE THE DATE OF BALANCE SHEET :

There are no material changes and commitments affecting the financial position of the company

between the date of balance sheet and the date of this report.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

Details pertaining to Conservation of Energy and Technology Absorption as required under

Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)

Rules, 2014 are as follows:-

(A) Conservation of Energy: The operations of the company are not energy intensive. We regularly

evaluate and use new energy efficient technologies and make necessary investment in energy

saving equipments to make our infrastructure more energy-efficient. The company is continuously

striving to conserve the energy at its all levels.

(B) Technology Absorption: Your company strives for latest technology for its processes and also

strives to achieve full technology absorption.

There were no foreign exchange earnings and outgo during the financial year.

6. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE

COMPANY

The Risk Management of the Company is overseen by the Board of Directors at various levels and

the policy of the Company on Risk Management is provided in this Annual Report in Management

15


Discussion and Analysis Report and Corporate Governance Report.

7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives

as the said provisions are not applicable to the Company.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION

186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of

Companies Act, 2013 are given in the Notes forming part of the Financial Statements.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Contracts or arrangements made with related parties under Section 188(1) of the Companies Act,

2013 during the year as per Form AOC-2 is enclosed as Annexure A.

Further there were no contracts or arrangements entered with the Company's Promoters,

Directors, Management or their relatives which could have had a potential conflict with the

interests of the company.

10. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE

REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE SECRETARIAL

AUDITORS IN THEIR REPORTS

Observations of Statutory Auditors and Secretarial Auditors are self-explanatory.

i. Statutory Auditors :

The appointment of M/s Gopal Sharma & Co., Chartered Accountants, Jaipur which was approved

in 25th Annual General Meeting till 30th Annual General Meeting is ratified at this Annual General

Meeting.

During the year under review, there were no audit qualifications made by the Auditors in their

Report on the Company's financial statements. The Company continues to adopt best

accounting practices to ensure a regime of un-qualified financial statements.

ii. Secretarial Auditors :

Secretarial Audit was conducted according to the provisions of Section 204 of the Companies Act,

2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014. There were no adverse comments, qualifications or reservations or

adverse remarks in the Secretarial Audit Report.

16


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The Secretarial Audit Report submitted by Secretarial Auditor is enclosed as a part of this report as

Annexure- B.

11. REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL

(KMP)/EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors

and Key Managerial Personnel of the Company is furnished in Annexure C to this report.

12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION

The remuneration policy of the company has been framed by the Nomination and Remuneration

Committee of the Company. The Company's Policy relating to appointment of Directors, payment

of remuneration, Directors' qualifications, positive attributes, independence of Directors etc.

pursuant to Section 178(3) of the Companies Act, 2013 is as follows:

The Company considers human resources as its invaluable assets. The policy of the company on

nomination and remuneration of Directors, Key Managerial Personnel (KMPs) and other

employees has been formulated in terms of Section 178, Section 197 and other applicable

provisions of the Companies Act, 2013 and the listing agreement in order to pay equitable

remuneration to the Directors, KMPs and employees of the Company and to harmonize the

aspirations of human resources consistent with the goals of the Company.

Remuneration payable to Directors of the Company are as per the limits as contained in the

provisions of Section 197 read with Schedule V of the Companies Act, 2013.

The Remuneration Policy of the Company stipulates the criteria for determining qualifications,

competencies, positive attributes and independence for appointment of a Director (Executive

/Non-Executive) and provides the Board, information about the matters relating to the

remuneration of the Directors, Key Managerial Personnel and other employees. This includes,

reviewing and approving corporate goals and objectives relevant to the compensation of the

Directors, Key Managerial Personnel and other employees and evaluating the performance of

Directors, Key Managerial Personnel and other employees in light of those goals and objectives.

The Remuneration Policy of the company stipulates that:

a) the composition of remuneration is such that it is reasonable and sufficient to attract, retain

and motivate the directors of the quality required to run the company successfully.

b) there is proper relationship between remuneration and performance.

c) remuneration to Directors, Key Managerial Personnel and Senior Management involves a

balance between fixed and incentive pay reflecting short and long term performance objective

17


appropriate to the working of the company and its goals.

13. ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92(3) of Companies Act, 2013

read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is

furnished in Annexure D and is attached to this Report.

14. DETAILS OF BOARD MEETINGS CONDUCTED DURING THE YEAR

The Board of Directors duly met 4 times during the financial year from 1st April, 2014 to 31st

March, 2015. The dates on which the meetings were held are as follows:-

29th May, 2014, 14th August, 2014, 14th November, 2014 and 14th February, 2015.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby

submit its responsibility statement and confirm that:-

(a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable

accounting standards had been followed along with proper explanation relating to material

departures;

(b) they have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the company at the end of the financial year and of the profit and loss of the

company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of this Act for safeguarding the assets of the company and for

preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis; and

(e) they have laid down internal financial controls to be followed by the company that are adequate

and operating effectively.

(f) they have devised proper systems to ensure compliance with the provisions of all applicable

laws and these are adequate and are operating effectively.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.


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18

17. DEPOSITS

The Company has neither accepted nor renewed any deposits covered under the provisions of

Chapter V of Companies Act, 2013 during the year.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and Non-Executive Directors including Independent Directors

who have wide and varied experience in different disciplines of Corporate Functioning.

During the Financial year, Mr. Ashok Kumar Agarwal (DIN:- 01237294), has resigned from the

directorship of the company as well as from the membership of various committees with effect

from 29th May, 2014. Your directors place on record their appreciation for the valuable services

rendered by him in the capacity of director of the company.

Mr. Vimal Kumar Joshi has been appointed as Chief Financial Officer of the Company w.e.f. 14th

August, 2014 in terms of Section 203 of the Companies Act, 2013 read with Rule 8 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Dr.

Karan Sharma (DIN: 01484050), Director of the Company retire by rotation at the ensuing Annual

General Meeting and being eligible offer himself for re-appointment.

Further Mrs. Maya Sharma, (holding DIN: 00432496) is proposed to be appointed as Director of

the Company, with effect from the date of forthcoming AGM. None of the Directors of the Company

is disqualified for being appointed as Directors.

19. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board that they fulfil all the

requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Clause 49 of Listing

Agreement so as to qualify themselves to be appointed as Independent Directors of the company.

20. STATUTORY AUDITORS

M/s Gopal Sharma & Co., Chartered Accountants (Firm Registration No. 002803C), Jaipur were

appointed as Statutory Auditors in the 25th Annual General Meeting held on 24th September,

2014 till the conclusion of Thirtieth Annual General Meeting to be held in the year 2019, such

appointment is ratified at the forthcoming Annual General Meeting till the conclusion of the next

Annual General Meeting to audit the accounts of the Company, including audit of Cash Flow

Statements, at such a remuneration as may be mutually agreed between the Board of Directors of

the Company and the Auditors. The Company has received a certificate from the above Auditors

to the effect that if they are reappointed, it would be in accordance with the provisions of Section

141 of the Companies Act, 2013.


19

20

21. SECRETARIAL AUDITORS

The Company has appointed Secretarial Auditors to conduct the secretarial audit for the Financial

Year ended 31.03.2015 according to the provisions of section 204 of the Companies Act, 2013

read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014.

22. AUDIT COMMITTEE

The constitution of Audit Committee is in confirmation with the requirements of Section 177 of the

Companies Act, 2013. The disclosure pursuant to Section 177(8) of Companies Act, 2013 is as

follows:-

Composition:-

(a) Mr. Ganpat Rai Sharma

(b) Mr. Subhash Chand Jain

(c) Mr. Madhur Krishna Khaitan

(d) Mrs. Avani Agarwal

The above composition of the Audit Committee consists of Independent Directors viz., Mr.

Subhash Chand Jain, Mr. Madhur Krishna Khaitan and Mrs. Avani Agarwal who form the majority.

There were no instances of non acceptance of recommendations of Audit Committee by the Board

of Directors.

23. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDER'S RELATIONSHIP

COMMITTEE

As per provisions of Section 178 of Companies Act, 2013 and Rules made there under, the

company has constituted the Nomination and Remuneration Committee and Stakeholder's

Relationship Committee. The terms of reference, composition and details of meetings of the

above mentioned committees are provided in the Corporate Governance Report.

24. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 the Company has

established a vigil mechanism for directors and employees to report genuine concerns. The Vigil

Mechanism provides adequate safeguards against victimization of employees and directors who

express their concerns. The Mechanism provides direct access to the chairman of the Audit

Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company at


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www.jaipurhospital.co.in

25. SHARES

a) BUY BACK OF SHARES

During the year under review Company has not dealt with buy back proposal.

b) SWEAT EQUITY

During the year under review the Company has not issued any Sweat Equity Shares.

c) BONUS SHARES

During the year under review no Bonus Shares were issued.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees during the year.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of Listing Agreement entered with Bombay Stock Exchange,

Management Discussion and Analysis report is enclosed to this report.

27. CORPORATE GOVERNANCE REPORT

Your Company has taken adequate steps to adhere to all the stipulations of Corporate

Governance laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance

is enclosed to this report.

28. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AND COMMITTEES

The performance of the Board of Directors and Committees of the company are evaluated on the

basis of fulfilment of short term and long term objectives of the company. Besides this, other

qualitative and quantitative factors are also considered the basis of evaluation of the Board of

Directors and Committees.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate Internal Financial Controls with reference to the Financial

Statements. Details of the same are provided in Management Discussion and Analysis Report.

30. RE-APPOINTMENT OF MANAGING DIRECTOR

The Company has re-appointed Dr. Shailendra Sharma (DIN: 00432070) as Managing Director of

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BY THE ORDER OF THE BOARD

22

Place : JaipurDate : 14.08.2015

(Dr. SHAILENDRA KR SHARMA )MANAGING DIRECTOR

DIN: 00432070

(GANPAT RAI SHARMA)CHAIRMAN

DIN: 00458217

Sd/- Sd/-

the Company with effect from 14th August, 2015 for a period of five years. The terms and

conditions of re-appointment and remuneration are determined by the Board of Directors and

Nomination and Remuneration Committee according to the Remuneration Policy of the

Company.

31. ACKNOWLEDGEMENT

The Board expresses their grateful thanks for the assistance and co-operation extended by

Punjab National Bank & other Banks, various departments of State & Central Government and

other Associations.

Your Directors wish to convey their gratitude and appreciation to all employees of the Company for

their valuable contribution during the year. They also wish to place on record their appreciation to

the Company's Customers, Investors, Shareholders, Bankers, Suppliers, Distributors and other

business associates for their cooperation and support.

Last but not the least Directors wish to place on records their deep sense of appreciation for the

devoted services of Consultant Doctors and entire Nursing Staff at all levels of the Company for its

growth.


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ANNEXURE-A

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's Length Basis.


2. Details of material contracts or arrangements or transactions at Arm's Length Basis.


23


(Dr. SHAILENDRA SHARMA )MANAGING DIRECTOR

DIN: 00432070


DIN: 00458217

Sd/- Sd/-


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ANNEXURE- B

Form MR-3SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

FOR THE FINANCIAL YEAR ENDED 31.03.2015

To,The Members,Sharma East India Hospitals & Medical Research LimitedJaipur.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sharma East India Hospitals & Medical Research Limited (hereinafter called as "the company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year commencing from 01.04.2014 and ended on 31.03.2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31.03.2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder for specified sections notified and came into effect from 12th September, 2013 and sections and rules notified and came into effect from 1st April, 2014 and the Companies Act, 1956 to the extent applicable;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not Applicable)

(v) The Securities and Exchange Board of India Act, 1992 ('SEBI Act') and the following Regulations and Guidelines prescribed there under:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not Applicable)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (Not Applicable)

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not Applicable)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and

24

Employee Stock Purchase Scheme) Guidelines, 1999; (Not Applicable)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not Applicable)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable);

2. We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India under the provisions of Companies Act, 1956.

(ii) The Listing Agreement entered into by the Company with Bombay Stock Exchange Limited.

3. During the financial year under review the Company has duly complied with the provisions of the Companies Act, 2013 and rules made there under and the Companies Act, 1956 to the extent applicable and the Rules, Regulations, Guidelines, Standards, etc. mentioned above. We have relied on the information and representation made by the company and its officers for systems and mechanism formed by the company for compliances under other applicable Acts, Laws and Regulations.

4. We further report that:

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

(ii) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(iii) Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

5. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place : JaipurDate : 14.08.2015 For A. Balani & Associates

Company Secretaries

Sd/-(Amritanshu Balani)

ProprietorACS No. 33746CP No. 13773


25

ANNEXURE - C

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors and Key Managerial Personnel of the Company is as follows:-


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The median employee remuneration during the financial year 2014-15 : Rs. 1,10,120.

The median employee remuneration during the financial year 2013-14 : Rs. 1,03,669.

Percentage increase in the median remuneration of employees : 6.22%

The number of permanent employees on the rolls of the company as on March 31, 2015 and March 31, 2014 was 292 and 282 respectively.

The growth in revenue during fiscal 2015 over fiscal 2014 was 24.89%.

The aggregate remuneration of employees grew by 6.12% over the previous fiscal.

The growth in revenue during fiscal 2015 over fiscal 2014 was 24.89%.The aggregate increase in salary of the directors and other KMPs was 12.62% over fiscal 2014.

This increase in salary of the directors and other KMPs was based on the recommendation of the Nomination and Remuneration Committee to revise the remuneration as per industry benchmarks.

The Company's variable compensation philosophy for its managerial personnel is to ensure its

26

3,79,460

2,34,103

3,64,122

2,11,875


competency in the global markets in which it operates, for attracting and retaining the best talent.

During the Financial year ended on March 31, 2015 no employee received remuneration in excess of the highest paid director.

The remuneration paid is as per the remuneration policy of the company.

Remuneration policy of the company is based on the recommendation of the Nomination and Remuneration Committee.

Pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees in the company who were in receipt of remuneration in excess of limits specified in the said rule.

Hence disclosures required under this rule are not applicable.




DIN: 00432070


DIN: 00458217

Sd/- Sd/-

27

ANNEXURE - D

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014]


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I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company are stated:-

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

28


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) CATEGORY-WISE SHARE HOLDING

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30

(ii) SHAREHOLDING OF PROMOTERS


(iii) Change in Promoters' Shareholding

(iv) Shareholding Pattern of top ten Shareholders

(other than Directors, Promoters and Holders of GDRs and ADRs):

31

(v) Shareholding of Directors and Key Managerial Personnel:


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32


V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Amount in Rs.)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Amount in Rs.)

33


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34

B. Remuneration to other directors:

(Amount in Rs.)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Amt. In Rs.)


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

35




DIN: 00432070


DIN: 00458217

Sd/- Sd/-

MANAGEMENT DISCUSSION & ANALYSIS REPORT

1. Industry Structure, Developments and Mission & Business Strategy

The company is predominantly engaged in service activities related with the Medical & Health

Sciences. The demand for sophisticated modern healthcare facilities is expanding very fast. With the

ever expansive field of Medical Science and research the cult of health consciousness is spreading

rapidly.

The company aims at providing wide range of medical services in the field of Health Industry. The

objective is to offer best quality services to its customers at low costs and to achieve health growth and

profitability. Your Company is committed to achieve its objective while ensuring high levels of ethical

standards, professional integrity and regulatory compliances.

2. Opportunity & Threats

The hospital is providing the service of Heart Surgery. The hospital is also providing the service of

Replacement surgery through the use of new and advance implant. As you all know that the company

is first in the state of Rajasthan which performed 'Replacement Surgery'. Our specially designed state

of Art operation theatre is first of its kind in Rajasthan. This theatre has total body exhaust system and

'Antistatic' flooring which makes it totally sterile. That's why the company became successful in getting

reorganization from many reputed Govt. Bodies/Corporations/Banks and other private enterprises for

the purpose of reimbursement of medical claims of their employees being treated at the hospital.

The threats are increasing competition in health industry and increase in power tariff under the cost,

huge price discrimination and low per capital expenditure.

3. Segment wise or Product wise performance

Not applicable to our company.

4. Outlook, Risks & Concerns

Jaipur Hospital is cautiously optimistic about its prospects in the coming years. The Company aims at

providing high quality services and treatments to the patients and to provide them with greater

satisfaction. For last couple of years the company has taken a number of initiatives to re- structure and

re- engineer the operation to enable the company to compete better in this profound competitive

regime.

There are no major risks and concerns except the technology up gradation and increasing power tariff

and growing competition. The company is guarding itself against these risks by laying down

appropriate strategy which is to be supplemented by business plans and review mechanisms.

5. Adequacy of Internal Control

The Internal Controls are constantly upgraded based on internal audits and audit committees


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36

recommendations as also the perceived need to automate controls due to the increasing complexity of

operations. These have been designed to provide reasonable assurance with regard to maintaining

proper accounting controls, monitoring economy in cost and efficiency of operations, proper recording

and safeguarding of assets from unauthorized use or losses for maintaining proper accounting records

and reliability of financial Information. Internal Controls relating to the Financial Reporting are being

closely monitored and related systems and processes are being refined based on the

recommendations from the audit Committee and statutory Auditors. The Internal Audit programme

focuses on Operational and Systems audit aiming at up gradation of controls to meet changing times

and complex operating environment.

6. Discussion on financial performance with respect to operational performance

(Amt. in Rs. Lakhs)

Particulars 31.03.2015 31.03.2014

Professional and Other Receipts 1691.65 1354.51

Profit before Depreciation, Interest and Tax 178.68 222.12

Profit after Tax 57.03 71.60

7. How Company Fared during the year

Receipts of the company has been increased by 24.89% as compared to the last year.

8. Human Resources Development/ Training

The Company believes that employees are not the man power but they are resource for the Company.

Employees can make the difference and it has been the company's continuous endeavor to make it

one of the best places to work in. Your company's human resource Philosophy is to establish and build

a strong and performance driven culture with greater accountability and responsibility at all levels. To

that extent the company views capability, combination of right people on the right jobs, supported by

the right process, systems, structure and metrics.

Company's Human Resources (HR) systems are focused towards developing wider perspectives in

employees achieving organizational excellence and enhancing their contribution to meet

organizational goals. The Company recognizes the need for continuous growth and development to its

employees in order to provide greater job satisfaction and also to equip them to meet growing

organizational challenges. Specific Human Resources efforts were undertaken during the year to

strengthen Human Resources System and practices.

We are in the services industry. As such human resources become one of the most important

resources and needs to be carefully nurtured. The management team of the Company is comprised of

professional and marketing personnel.

9. Employment profile & Industrial Relations

The employee relationship continues to be cordial and the company received full co-operation from


37

employees at all levels. In our Company, measures for training, development, safety of the employees

and environmental awareness received top priority of the management.

10. Capital Structure

The authorized share capital of the company is Rs. 7.00 crore divided in 70 lacs equity shares of Rs.

10.00 each. The paid up capital is Rs.328.38 Lac divided into 32, 83,800 equity shares of Rs.10/- each.

11. Depository System

The ISIN No. allotted to the Company is INE465H01012. The company has also established the

required connectivity with both the depositories NSDL and CDSL through Beetal Financial and

Computer Services Private Limited, Delhi, who are the Registrar and Share Transfer Agent for both the

Physical and Demat Segments.

The equity shares of the Company can be held in electronic form with any depository participant (DP)

with whom the Members/Investors have their depository account.

12. Cautionary Statement

This report to the shareholders is in compliance with the Clause 49 on Corporate Governance

incorporated in the listing agreement with the Bombay Stock Exchange and as such cannot be

construed as holding out for any forecast, projection, exception, invitation, offer, etc. within the

meaning of applicable securities, laws and regulations.


th




DIN: 00432070


DIN: 00458217

Sd/- Sd/-

38

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014-2015

In terms of Compliance to Clause 49 of Listing Agreement on Corporate Governance, your company is presenting Report on Corporate Governance for the year 2014-15.

The Report on Corporate Governance is pursuant to Clause 49 of the listing agreement entered into with the Bombay Stock Exchange and forms a part of the Annual Report of the Company.

The report for the current year is as follows:

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Your company has been practicing the principles of good Corporate Governance, which comprise all activities that result in the control of the Company in a regulated manner, aiming to achieve transparent, accountable and fair management.

The Company's philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations, and in all interactions with its stakeholders including shareholders, employees, Government, lenders and the society. The Company believes that all its operations and actions must serve the underlying goal of enhancing long-term shareholder value. In our commitment to practice sound governance practices, we are guided by the following core principles:

1. Transparency

To maintain highest standard of transparency in all aspects of our interactions and dealing.

2. Disclosures

To ensure timely dissemination of all price sensitive information and matters of interest to our stakeholders.

3. Empowerment and Accountability

To demonstrate the highest levels of personal accountability and to ensure that employees consistently pursue excellence in everything they do.

4. Compliances

To comply with all laws, rules and regulations applicable to the Company.

5. Ethical conduct

To conduct the affairs of the Company in an ethical manner.

6. Stakeholder's interest

To promote the interests of all stakeholders including customers, shareholders, employees, lenders, vendors and the community.

The basic philosophy of Corporate Governance in the Company is to achieve business excellence and dedicate itself to increase long-term Shareholder's value, keeping in view the needs and interests of all

39


its Stakeholders. The Company is committed to transparency in all its dealing and places emphasis on business ethics.

The Company has always looked at good Corporate Governance as a way of life, observing the highest level of ethics in all its dealings. The company attaches equal importance to both the ends- the result sought to be secured and methods used to achieve them. The company has always maintained its principles of Corporate Governance which are integrity, transparency and fairness.

The company believes in effective policy of Corporate Governance which provides appropriate empowerment to the executive management. It creates a mechanism of internal controls to ensure that the powers vested in the executive management are properly used with appropriate consideration and responsibility to fulfill the objectives of the company. The Board fully support and endorse corporate governance practices as per the provisions of the listing agreement as applicable from time to time.

The Corporate Governance structure in the company is based on an effective supervisory role of Board and the constitution of committees, comprising of Independent Directors and chaired mostly by an Independent Director to overcome critical areas. The company is aiming at efficient conduct of the business in meeting its obligation to the shareholders.

2. BOARD OF DIRECTORS

(a) Composition and Category of Directors as on 31st March, 2015:

The composition of Board is in accordance with the requirements set forth by Clause 49 of Listing Agreement and Section 149 of Companies Act, 2013. The Directors possess experience in various fields that encompass Medical and Health, Law, Banking, Accounting and Finance. The composition of Board of Directors consists of 6 Directors which is a perfect combination of Executive and Non Executive directors. The Chairman is Non Executive Director and the Board consists of 3 Independent Directors.

Category Name of Director No. of Directors

Chairman Mr. Ganpat Rai Sharma 1Non-Executive

Non-Executive Dr. Karan Sharma 1

Mr. Subhash Chand Jain 3Non-Executive, Independent Mr. Madhur Krishna Khaitan

Mrs. Avani Agarwal

Managing Director Dr. Shailendra Sharma 1Executive

Total 6

The Directors of the Company has fulfilled the conditions prescribed under the definition of Independence as per Clause 49 of the Listing Agreement and Section 149(6) of Companies Act, 2013.

Independent Director is one, who apart from receiving remuneration does not have any other material pecuniary relationship or transaction with the company, its promoters, management or its subsidiaries which in judgment of the Board may affect independence of the judgment of

40


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the directors and has not been an executive of the Company in the immediately preceding three financial years.

(b) Number of Board Meetings held, dates on which held:

The board met four times during the financial year 2014-15. During the Financial Year 2014-15, Board meetings were held on 29th May, 2014, 14th August, 2014, 14th November, 2014 and 14th February, 2015.

(c) Attendance of Directors at Board Meetings and Last Annual General Meeting :

Attendance of each Director at the Board of Directors Meeting during the financial year 2014-15 and at last Annual General Meeting held on 24th September, 2014 are as follows:

(d) Particulars of Directorship of other Companies and number of other Board Committees in which Directors are Members/Chairman

For evaluating the number of Committee Memberships in Domestic Public Companies (including this Company), only memberships in Audit Committee and Stakeholder's Relationship Committee are considered.

41


(e) Information supplied to the Board among others

The Board has complete access to all information with the company, interalia, the following information is provided to the Board as a part of the agenda papers well in advance of Board Meeting and are tabled in the course of the Board Meeting:

1. Review of annual operating plans of business, capital budget, updates.

2. Quarterly results of the Company.

3. Any issue which involves possible public liability claims of a substantial nature.

4. Significant development in the human resource and industrial relation fronts.

5. Sale of material nature of investments and assets which is not in the normal course of the business.

6. Non-compliance of any such regulatory or statutory provision or listing requirements as well as shareholders services, such as delay in share transfer and other grievances.

The Board has established procedures to periodically review compliances of all laws applicable to the company as well as steps taken by the company to rectify instances of non-compliances.

3. AUDIT COMMITTEE-

i) Terms of Reference:

Terms of reference include the areas prescribed by Clause 49 of the Listing Agreement entered with Bombay Stock Exchange and Section 177(4) of the Companies Act, 2013.

The Audit Committee reviews the audit report submitted by Statutory Auditors, financial results, effectiveness of Audit processes and the company's risk management strategy. The Audit Committee is governed by the charter which is in line with the regulatory requirements mandated by Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Audit Committee functions with the following objectives:

1. To oversee comprehensively the operation of internal and external audit functions and financial reporting process of the company.

2. To review the internal control systems with special emphasis on the accounting system, its quality and its effectiveness.

3. To recommend appointment, removal and remuneration of Statutory Auditors.

4. To discuss with the Statutory Auditors finalization of Annual Accounts.

5. To review the Company's quarterly working results, annual working results, other financial and risk management policies.

ii) Composition

The constitution of audit committee is in confirmation with the requirements of Section 177 of

42


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the Companies Act, 2013 and also as per the requirements of Clause 49 of the listing agreement. The Audit Committee of the Company consists of 4 Directors: Mr. Ganpat Rai Sharma, Mr. Subhash Chand Jain, Mr. Madhur Krishna Khaitan and Mrs. Avani Agarwal all being Non-Executive Directors. The Committee is chaired by Mr. Madhur Krishna Khaitan, an Independent Director. The Company Secretary acts as the Secretary of the Audit Committee. All the members of the audit committee are financially literate and majority of them are having accounting and related financial management expertise.

iii) Meetings and Attendance during the year

The Audit Committee met four times during the financial year 2014-15 on 29th May, 2014, 14th August, 2014, 14th November, 2014 and 14th February, 2015. No member was absent from the Committee Meeting without taking leave of absence.

Dr. Shailendra Sharma, Managing Director of the company was present at the meetings of the Audit Committee. Statutory Auditors were invited to the meetings.

4. NOMINATION AND REMUNERATION COMMITTEE

i) Terms of Reference

Terms of reference include the areas prescribed by Clause 49 of the Listing Agreement entered with Bombay Stock Exchange and Section 178 of the Companies Act, 2013.

This committee shall identify the persons who are qualified to become directors of the company/who may be appointed in the Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also shall carry out evaluation of every director's performance. Committee shall also formulate the criteria for determining qualifications, positive attributes, independence of the Directors and recommend to the Board a Policy, relating to the remuneration for the directors, Key Managerial Personnel and other employees.

ii) Composition

The constitution of Nomination and Remuneration Committee is in confirmation with the requirements of Section 178 of the Companies Act, 2013 and also as per the requirements of Clause 49 of the Listing Agreement. The Nomination and Remuneration Committee of the Company consists of 3 Directors: Mr. Madhur Krishna Khaitan, Mrs. Avani Agarwal and Mr. Ganpat Rai Sharma.

iii) Meetings and attendance during the year

During the financial year 2014-15, the Committee had 1 meeting held on 14th February, 2015.

43


iv) Remuneration Policy

The Company considers human resources as its invaluable assets. The policy of the company on nomination and remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the listing agreement in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonize the aspirations of human resources consistent with the goals of the Company.

Remuneration payable to Directors of the Company are as per the limits as contained in the provisions of Section 197 read with Schedule V of the Companies Act, 2013.

The Remuneration Policy of the Company stipulates the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive /Non-Executive) and provides the Board, information about the matters relating to the remuneration of the Directors, Key Managerial Personnel and other employees. This includes, reviewing and approving corporate goals and objectives relevant to the compensation of the Directors, Key Managerial Personnel and other employees and evaluating the performance of Directors, Key Managerial Personnel and other employees in light of those goals and objectives.

v) Details of Remuneration to Directors

The details of Remuneration to Directors are given in the Notes forming part of the Financial Statements.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE :


Terms of reference include the areas prescribed by Clause 49 of the Listing Agreement entered with Bombay Stock Exchange and Section 178 of the Companies Act, 2013.

The Committee focuses primarily on monitoring expeditious redressal of investors/ stakeholders grievances and also function in an efficient manner that all issues/ concerns of stakeholders are addressed/resolved promptly.

The committee shall be formed to specifically look into the redressal of grievances of shareholders.

The committees shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet and non-receipt of declared dividends

ii) Composition of the Committee

44


th

The constitution of Stakeholder Relationship Committee is in confirmation with the requirements of Section 178 of the Companies Act, 2013 and also as per the requirements of Clause 49 of the Listing Agreement. The Committee consists of 3 directors: Dr. Karan Sharma, Mr. Ganpat Rai Sharma and Mr. Madhur Krishna Khaitan.


During the financial year 2014-15, the Committee had 1 meeting held on 14th February, 2015.

iv) Name and Designation of Compliance Officer

Ms. Bhavyata Soni, Company Secretary.

v) Shareholder's Complaints

Details of Shareholders Queries 2014-15Number of Shareholder's Complaints received NILNumber of complaints not solved to the satisfaction of Shareholders NILNumber of Pending Complaints NIL

6. SHARE TRANSFER COMMITTEE:


The Share Transfer Committee has been constituted to oversee the matters related with transfer of shares of the company so as to avoid delay in Share Transfer Process and to expeditiously resolve the issues related with share transfers.

ii) Composition of the Committee

The Committee consists of 3 directors and is chaired by Mr. Ganpat Rai Sharma. The composition of committee is as follows:

1. Mr. Ganpat Rai Sharma2. Mr. Subhash Chand Jain3. Dr. Shailendra Sharma


During the financial year 2014-15, the Committee had 3 meetings held on 24th July, 2014 and 29th September, 2014 and 18th March, 2015

45

3

3

3

3

3

3


7. GENERAL BODY MEETINGS

I) Details of location of last three Annual General Meetings of the Company are given below:

ii) No resolution through postal ballots was put through during last three years and as of now there is no proposal pending for passing any resolution through Postal Ballot at the ensuing Annual General Meeting.

iii) No Extra Ordinary General Meeting was held during the financial year.

8. DISCLOSURES:

(a) Related Party Transactions : During the financial year, besides the transactions reported in Accounting Standard-18 issued by the Institute of Chartered Accountants of India in the Notes to the Accounts, there are no other materially significant related party transactions of the Company with its Promoters, Directors or the management and their relatives that may have any potential conflict with the interests of the Company at large. The related party transactions are placed before the audit committee and Board of Directors periodically. Further there are no material individual transactions that are not in normal course of business or not on an arm's length basis.

(b) Details of Non-Compliance: There have been no instances of non-compliance by the company or penalties imposed on the company by Stock Exchange or Securities and Exchange Board of India or any other Statutory Authority, on any matter related to capital markets, during the last three years.

(c) Whistle Blower Policy: The company has established a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. This mechanism provides for adequate safeguards against victimization of director(s) /employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.jaipurhospital.co.in

(d) Details of Compliance with Mandatory Requirements and Adoption of Non-Mandatory Requirements with regard to Clause 49 of Listing Agreement:

Mandatory Requirements:

The Company has duly complied with all mandatory requirements with regard to Clause 49 of Listing Agreement.

46


th

Non Mandatory Requirements:

The status of compliance of Non-Mandatory requirements under Clause 49 are as follows:

1. The Board: No separate office is maintained for Non-Executive Chairman. Further, all expenses incurred in the performance of duties by the Non-Executive Chairman are reimbursed.

2. Shareholders Rights : The Company at present has not adopted the non mandatory requirement with regard to sending half yearly financial results to the shareholders. Besides this, the financial results are published in newspaper having wide circulation in Rajasthan.

3. Audit Qualifications: During the financial year, there was no observation made by the Auditors in their Report on financial statements.

4. Separate posts of Chairman and Managing Director: There are two different posts of Chairman and Managing Director in the Company, out of which post of Chairman is occupied by Mr. Ganpat Rai Sharma and post of Managing Director is occupied by Dr. Shailendra Sharma.

5. Reporting of Internal Auditor: The Internal Auditor of the Company report directly to the Audit Committee about key issues in internal controls.

9. MEANS OF COMMUNICATION :

Quarterly/ Half Yearly results : The quarterly/half yearly financial results are published in the News papers, as required under listing agreement.

Website, where results are posted : www.jaipurhospital.co.in

Newspapers in which results are : Nafa Nuksan and Normally published Financial Express

Whether Management Discussion andAnalysis is a part of the Annual Report : Yes

Quarterly/Half yearly/Annual results are communicated through newspapers circulating at national & regional level. The Company has also uploaded the same on its website.

10. Risk Management :The Risk Management of the Company is overseen by the Senior Management and the Directors at various levels :

Business Risk: The Board oversees the Risks which are inherent in the business pursued by the Company.

Operational Risk: These are being mitigated by internal policies and procedures

Financial Risk: These risks are addressed on an ongoing basis by internal control systems and Accounts department. Internal Controls are being continuously reviewed for effectiveness by internal and statutory auditors.

11. CEO/CFO: During the financial year 2014-15, Mr. Vimal Kumar Joshi, has been appointed as Chief Financial Officer of the Company with effect from 14th August, 2014 pursuant to the provisions of Section 203(1) of the Companies Act, 2013

The Managing Director and Chief Financial Officer has certified to the Board in accordance with the Clause 49 of the Listing Agreement pertaining to CEO/CFO Certification for the Financial Year ended March 31st, 2015 which forms part of Annual Report.

47


12. RECONCILIATION OF SHARE CAPITAL AUDIT: As stipulated by SEBI a qualified Chartered Accountant in practice carried out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with the National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and paid-up capital. This Audit is carried out every quarter and the report thereon is submitted to the Bombay Stock Exchange and is placed before the Board of Directors of the Company. The Audit confirms that the total issued/paid up capital of the company is in agreement with the aggregate of the total number of shares in physical form and total number of dematerialized shares held with NSDL & CDSL.

13. GENERAL SHAREHOLDER INFORMATION:

48


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Share Transfer System: The Share Transfer System of the Company is being handled by the Share Transfer Committee and Company's Registrar and Share Transfer Agents (RSTA). The Share Transfer Committee has been constituted to oversee the matters related with transfer of shares of the company so as to avoid delay in Share Transfer Process and to expeditiously resolve the issues related with share transfers.

DISTRIBUTION OF SHARES ACCORDING TO SIZE, CLASS AND CATEGORIES OF SHAREHOLDERS AS ON MARCH 31, 2015.

SHAREHOLDING PATTERN AS ON MARCH 31,2015

49

Note: No of shares pledged - NIL


TOP TEN SHAREHOLDERS OF THE COMPANY

DEMATERIALIZATION OF EQUITY SHARES AND LIQUIDITY

The Company's shares are listed in Bombay Stock Exchange Ltd. To do trading in dematerialized form, Shareholders can open account with any of the registered depository participants.

ADDRESS FOR CORRESPONDENCE:

Sharma East India Hospitals & Medical Research Limited

Jaipur HospitalLal Kothi, Near S.M.S.StadiumTonk Road, Jaipur-302015Tel: 91-141-2742557, 2742817Fax No.91-141-2742472Email: [email protected]

14. OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY:

We have no GDRs/ADRs or any Commercial Instrument.

15. INVESTOR COMPLAINTS REDRESSAL SYSTEM

SEBI has initiated SCORES for processing the investors complaints in a centralized web based redressal system and online redressal of all the shareholders complaints. The company is in compliance with the SCORES.

Further, pursuant to Clause 47(f) of Listing Agreement, an exclusive e-mail ID for redressal of Investor Grievances has been created by the company which is as follows:

[email protected]

50


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16. CODE OF CONDUCT

DECLARATION

A code of Conduct for the Directors and Senior Management Personnel has already been approved by the Board of Directors of the Company. As stipulated under the provisions of sub-clause (II) (E) of Clause 49 of the Listing Agreement with stock exchange, all the Directors and the designated personnel in the Senior Management of the company have affirmed compliance with the said code for the financial year ended March 31, 2015.

17. INDEPENDENT DIRECTORS:

The Directors of the company have fulfilled the conditions prescribed in the definition of Independence as per Clause 49 of the Listing Agreement and according to the provisions of Section 149(6) of Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to Section 149 (7) of the Companies Act, 2013.

Training of Independent Directors

Whenever new Non-executive and Independent Directors are inducted in the Board they are introduced to our Company's culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, board procedures, our major risks and management strategy.

The terms and conditions of appointment of Independent Directors have been placed on the Company's website www.jaipurhospital.co.in

Performance Evaluation of Non-Executive and Independent Directors

The Nomination and Remuneration Committee has laid down the evaluation criteria for performance evaluation of Non-Executive and Independent Directors.

The Board evaluates the performance of Non-executive and Independent Directors every year. The performance evaluation has been done by entire Board of Directors excluding the directors being evaluated. The basis of performance evaluation are meetings held, agenda of the meetings, suggestions propounded, follow up actions etc. All the Non-executive and Independent Directors are eminent personalities having wide experience in the field of business, industry and administration. Their presence on the Board is advantageous and fruitful in taking business decisions. The basis of continuation of Independent Directors on the Board of the Company is the report of performance evaluation.

Separate Meeting of the Independent Directors

The Independent Directors held their meeting on 14th February, 2015 without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at the meeting. The following issues were discussed in detail:

Sd/-Place: Jaipur Dr. Shailendra SharmaDate: 14.08.2015 Managing Director

(DIN: 00432070)

51


1. Review of performance of Non-Independent Directors and the Board as a whole.

2. Review of performance of the Chairperson of the company, taking into account the views of Executive Director and Non-Executive Directors.

3. Assessment of the quality, quantity and timeliness of flow of information between the company's management and the Board, that is necessary for the Board to effectively and reasonably perform their duties.

18. Green Initiative in the Corporate Governance

As part of the Green Initiative process, the company has taken an initiative of sending documents like notice calling Annual General Meeting, Corporate Governance Report, Directors Report, Audited Financial Statements, Auditor's Report etc., by e-mail. Physical copies are sent to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases.

Shareholders are requested to register their email id with Registrar and Share Transfer Agent/ concerned Depository as well as the Company to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode.

52




DIN: 00432070


DIN: 00458217

Sd/- Sd/-


th

53

CEO/CFO Certification

To,

The Board of DirectorsSharma East India Hospitals & Medical Research Limited

We, Shailendra Sharma, Managing Director and Vimal Kumar Joshi, Chief Financial Officer of Sharma East India Hospitals & Medical Research Limited certify that:

(A) We have reviewed the financial statements and the Cash Flow Statement for the year ended March 31, 2015 and that to the best of our knowledge and belief:

(I) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(II) These statements together present a true and fair view of the Company's affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

(B) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's Code of Conduct.

(C) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of internal control system of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(D) We have indicated to the Auditors and the Audit Committee that:

(I) There has not been any significant change in internal control over financial reporting during the year under reference;

(II) There has not been any significant change in accounting policies during the year requiring disclosure in the notes to the financial statements; and

(III) There has not been any instance during the year of significant fraud of which we had become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting.

Place: JaipurDate: 14.08.2015

Sd/- Sd/-Dr. SHAILENDRA KUMAR SHARMA VIMAL KUMAR JOSHI

(MANAGING DIRECTOR) (CHIEF FINANCIAL OFFICER)(DIN : 00432070)


54

Auditor's Certificate on Corporate Governance

To,The Members of Sharma East India'Hospitals & Medical Research Limited

We have examined the compliance of conditions of Corporate Governance by Sharma East India Hospitals & Medical Research Limited, for the year ended on 31st March, 2015 as stipulated in clause 49 of the Listing Agreement of the said Company with the Bombay Stock Exchange.

The compliances of the conditions of Corporate Governance are the responsibility of the Company's management. Our examination was carried out in accordance with the Guidance Note on Certificate of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the directors and management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievance is pending for a period exceeding one month against the Company as at March 31, 2015 as per the records maintained by the Shareholders/Investors Grievance Committee.

We further state that such compliance is neither an assurance to the further visibility of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For GOPAL SHARMA AND COMPNAY CHARTERED ACCOUNTANTS

Sd/-

(VIRENDRA BHURAT)PARTNER

Place: Jaipur Membership No. 071964

Date: 14.08.2015 Firm Registration No. 002803C


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55

INDEPENDENT AUDITOR'S REPORT

To the Members of

Sharma East India Hospitals & Medical Research Limited

Report on the Financial Statements

1. Report on the Financial Statements

We have audited the accompanying financial statements of SHARMA EAST INDIA HOSPITALS

& MEDICAL RESEARCH LTD ("the Company"), which comprise the Balance Sheet as at 31st

March, 2015, the Statement of Profit & Loss and the Cash Flow Statement for the year then

ended, and a summary of the significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 ("the Act") with respect to the preparation of these Financial Statements that

give a true and fair view of the financial position, financial performance and cash flows of the

Company in accordance with the accounting principles generally accepted in India, including the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding of the assets of the Company

and for preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and

prudent; and design, implementation and maintenance of adequate internal financial controls,

that were operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the financial statements that give a true

and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and the

Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance about whether the financial statements are

free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the financial statements. The procedures selected depend on the auditor's

judgment, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk assessments, the auditor


56

considers internal financial control relevant to the Company's preparation of the financial

statements that give a true and fair view in order to design audit procedures that are

appropriate in the circumstances. An audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the accounting estimates made by the

Company's Directors, as well as evaluating the overall presentation of the financial

statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion on the financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us,

the aforesaid financial statements give the information required by the Act in the manner so

required and give a true and fair view in conformity with the accounting principles generally

accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March,

2015.

b) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter

referred to the "Order"), and on the basis of such checks of the books and records of the

Company as we considered appropriate and according to the information and

explanations given to us, in the Annexure a statement on the matters specified in

paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement

dealt with by this Report are in agreement with the books of account

d. In our opinion, the aforesaid financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014.


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e. On the basis of the written representations received from the directors as on 31st

March, 2015 and taken on record by the Board of Directors, none of the directors is

disqualified as on 31st March, 2015 from being appointed as a director in terms of

Section 164 (2) of the Act.

f. With respect to the other matters to be included in the Auditor's Report in accordance

with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to

the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its

financial position,

ii. In our opinion and as per the information and explanations provided to us, the

Company has not entered into any long-term contracts including derivative

contracts, requiring provision under applicable laws or accounting

standards, for material foreseeable losses, and

iii. The Company has not declared any dividend, hence the requirement to

transfer the amount to the Investor Education and Protection Fund is not

applicable.

For : GOPAL SHARMA AND COMPANY

CHARTERED ACCOUNTS

Sd/-

(VIRENDRA BHURAT)

(PARTNER)

Place : Jaipur Membership No.071964

Date : 21.05.2015 Firm Registration No. 002803C

57


ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our Report of even date)

1.

a. The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b. All the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

2.

a. The inventories have been physically verified at reasonable intervals by the management.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of its inventories and no material discrepancies were noticed on such physical verification.

3. As informed to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly, the sub-clauses (a) and (b) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanations given to us, the Company has not accepted any deposits in terms of directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

6. We are informed that the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act.

7.

a. The company is generally regular in depositing statutory dues including provident fund, employees state insurance, income tax, service tax, and any other statutory dues with the appropriate authorities and we have been informed that there are no arrears of

58


th

outstanding statutory dues as at the last day of the financial year under audit for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, no disputed amount is payable in respect of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess as at March 31, 2015.

c. In our opinion and according to the information and explanations given to us, the company has not declared any dividend so it is not required to transfer any amount to Investor Education and Protection Fund.

8. The Company has no accumulated losses at the end of the financial year under audit. The company has not incurred cash losses during the financial year covered by audit and in the immediately preceding financial year.

9. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank.

10. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

11. According to the information and explanations given to us, no term loans were obtained during the year under audit.

12. Based upon the audit procedures performed and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year of our audit.

For : GOPAL SHARMA AND COMPANY

CHARTERED ACCOUNTS

Sd/-

(VIRENDRA BHURAT)

(PARTNER)

Place : Jaipur Membership No.071964

Date : 21.05.2015 Firm Registration No. 002803C

59


BALANCE SHEET AS AT 31st March,2015

60

PARTICULARS NOTE NO. 31.03.2015 31.03.2014

I.EQUITY AND LIABILITIES

(1) Shareholders' Funds(a) Share Capital 3 41,574,750 41,574,750 (b) Reserves & Surplus 4 20,347,635 24,261,285

(2) Non Current Liabilities(a) Long-term borrowings 5 58,346,679 58,992,614 (b) Deferred-tax liabilities (Net) 6 320,945 2,958,492 (c) Other long term liabilites 7 1,625,180 2,373,959

(3) Current Liabilities(a) Trade payables 8 10,724,647 7,746,287 (b) Other Current Liabilities 9 12,220,698 25,859,733

TOTAL 145,160,534 163,767,120

II. ASSETS(1) Non-current assets (a) Fixed assets(i) Tangible assets 10 65,756,370 76,462,249 (b) Non-current Investments 11 3,146,490 7,929,047 (c) Long-Term Loans & Advances 12 5,204,476 41,565,345 (d) Other non-current assets 13 2,018,252 4,765,859

(2) Current assets (a) Inventories 14 1,263,453 1,166,300 (b) Trade receivables 15 20,901,809 11,196,293 (c) Cash and cash equivalents 16 1,072,649 11,355,026 (d) Short-term loans and advances 17 36,045,248 6,677,109 (e) Other current assets 18 9,751,787 2,649,892

TOTAL 145,160,534 163,767,120

Significant Accounting Policies 1Notes to Accounts 2

The accompanying Notes 1 to 23 are an integral part of the financial statements

Amt. in Amt. in ` `

As per our report of even date

FOR GOPAL SHARMA & COMPANY

CHARTERED ACCOUNTANTS

Place: Jaipur

Date: 21.05.2015

FOR AND ON BEHALF OF BOARD OF DIRECTORS

(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)

CHIEF FINANCIAL OFFICER

Sd/- (BHAVYATA SONI)

COMPANY SECRETARY

Sd/-(VIRENDRA BHURAT)

PARTNER

M.NO. 071964

Firm Registration No. 002803C

Sd/-

(DR. SHAILENDRA SHARMA)

MANAGING DIRECTOR

Sd/-


th

61

PARTICULARS NOTE Amt. in Amt. in

NO. 31.03.2015 31.03.2014

I. Revenue from operations 19 163,624,984 125,025,837

II. Other income 20 5,539,573 10,424,944

III. Total revenue (I+II) 169,164,557 135,450,781

IV. Expenses :

Cost of materials consumed 28,233,453 16,475,048

Employee benefits expense 21 90,751,981 64,643,130

Finance costs 22 7,482,867 5,861,730

Depreciation 6,050,099 5,988,016

Other expenses 23 32,311,490 32,120,692

Total Expenses(IV) 164,829,890 125,088,616

V. Profit before tax (III-IV) 4,334,667 10,362,165

VI. Tax expense:

(1) Current Tax (1,269,059) (2,967,361)

(2) Deferred Tax 2,637,547 (235,227)

VII. Profit (Loss) for the year 5,703,155 7,159,577

VIII. Earnings per equity share:

(1) Basic 1.74 2.18

(2) Diluted 1.74 2.18

Significant Accounting Policies 1

Notes to Accounts 2

The accompanying Notes 1 to 23 are an integral part of the financial statements

` `

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015





Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-

STCASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2015Amt. in `

As at As at 31.03.2015 31.03.2014

(A) CASH FLOW FROM OPERATING ACTIVITIES

NET PROFIT BEFORE TAX & EXTRA 4,334,667 10,362,165

ORDINARY ITEMS

Adjustment for:

Depreciation 6,050,099 5,988,016

Interest Paid 7,482,867 5,861,730

Interest received (4,798) (1,696)

OPERATING PROFIT BEFORE

WORKING CAPITAL CHANGES 17,862,835 22,210,215

Adjustment For:(Increase)/Decrease

(Increase)/ Decrease in Trade And Other Receivables (7,067,074) (91,620)

(Increase)/ Decrease in Inventories (97,153) 314,911

Increase/ (Decrease) in Trade & Other Payables (11,409,454) (5,480,403)

CASH GENERATION FROM OPERATIONS (710,846) 16,953,103

Taxes (1,269,059) (2,967,361)

CASH FLOW BEFORE EXTRA ORDINARY

ITEMS (1,979,905) 13,985,742

Extra Ordinary items - -

NET CASH USED IN OPERATING ACTIVITIES (A) (1,979,905) 13,985,742

(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (4,961,025) (5,660,112)

Realization of Investment 4,782,557 -

Interest received 4,798 1,696

NET CASH USED IN INVESTING ACTIVITIES (B) (173,670) (5,658,416)

(C) CASH FLOW FROM FINANCING ACTIVITIES

Repayment of Long term Borrowing (645,935) (2,185,071)

Interest paid (7,482,867) (5,861,730)

NET CASH USED IN FINANCING ACTIVITIES (C) (8,128,802) (8,046,801)

NET INCREASE /( DECREASE) IN CASH & CASH

62


th

Amt. in `

As at As at 31.03.2015 31.03.2014

EQUIVALENT (A+B+C) (10,282,377) 280,525

Cash & Cash Equivalent Opening Balance 11,355,026 11,074,501

Cash & Cash Equivalent Closing Balance 1,072,649 11,355,026

63




Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-


NOTE 1:

SIGNIFICANT ACCOUNTING POLICIES

Disclosure as per AS-1issued by ICAI

? Basis of Preparation of Financial Statements:

The Financial Statements are prepared on Mercantile Basis under the historical cost convention in accordance with Generally Accepted Accounting Principles in India and the provisions of Schedule III to Companies Act, 2013 and materially comply with mandatory accounting standards issued by the Institute of Chartered Accountants of India. Except where otherwise stated, the accounting principles have been consistently applied.

? Use of Estimates:

The preparation and presentation of financial statements requires certain estimates and assumptions to be made. These estimates and assumptions affect the reported amount of assets and liabilities as on the date of the financial statements and the reported amount of revenue and expenditure during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known / materialized.

Disclosure as per AS-2 issued by ICAI

? Valuation of Inventories:

Inventories are valued at lower of cost and net realizable value. The Company has no manufacturing activities, hence inventories consists of only spare parts and stores. The inventories are valued by specific identification of individual costs of spare parts.

Cost of Inventories comprises of cost of purchase, cost of conversion and other costs incurred in bringing them to their respective location and condition.


? Cash Flow Statement:

The Cash Flow Statement is prepared under "Indirect Method" and the same is annexed.


? Contingencies and events occurring after the Balance Sheet Date

There are no instances of Contingencies and events occurring after the Balance Sheet date.


? Net profit or loss for the period, prior period items and changes in the Accounting policies

There are no prior period items as per Accounting Standard 5 issued by ICAI during the financial year.

64


th

65


? Depreciation:

Depreciation is systematically allocated over the useful life of fixed assets as specified in Part C of Schedule II to The Companies Act, 2013. The depreciation has been provided in accordance with the provisions of Section 123 of Companies Act, 2013 read with Schedule II to Companies Act, 2013.

The excess of carrying amount over residual value of assets whose useful life is Nil as on the beginning of financial year 2014-15 has been debited to opening balance of Reserves & Surplus.

In respect of the addition or sale during the year, pro-rata depreciation has been provided in accordance with the provisions of Schedule II to Companies Act, 2013.

The depreciation has been provided on Written Down Value Basis.


? Construction Contracts

Disclosure under this Accounting Standard is not applicable.


? Revenue Recognition:

The income is recognized on the basis of performance of services as per principles propounded in AS-9 issued by ICAI. The income of the Company is derived from fees from patients. For IPD Patients income is recognized at the time of discharge of patient. Other Income is recognized on accrual basis. Further there were no circumstances during the year in which revenue recognition has been postponed pending the resolution of significant uncertainties.


? Accounting of Fixed Assets:

The Fixed Assets are stated at historical cost less accumulated depreciation. All costs including capital expenditures attributable to Fixed Assets are capitalized.


? Accounting for effects of changes in foreign exchange rates



? Accounting for Government Grants



? Accounting for Investments:

Long Term Investments are valued at cost. The investments are classified as current and long term as per principles enunciated in AS-13 issued by ICAI and Schedule III to Companies Act, 2013.



? Accounting for amalgamations



? Employee Benefits:

Retirement Benefits in respect of Employees State Insurance, Pension and Provident Fund are defined contribution plans as per AS-15 issued by ICAI. Monthly payments against these plans are charged to Profit & Loss Account.

The Company contributes towards Group Gratuity Fund administered by Life Insurance Corporation of India under the Group Gratuity Scheme which is charged against revenue. The same is classified as defined benefit plan as per AS-15 issued by ICAI.

All short term employee benefits are recognized in the Books of Accounts as per AS-15 issued by ICAI.


? Borrowing Costs:

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as part of the cost of that asset. Other borrowing costs are recognized as an expense in the period in which they are incurred.

No borrowing costs have been capitalized during the period since there were no qualifying assets as per Accounting Standard-16 issued by the Institute of Chartered Accountants of India.


? Segment Reporting

As the Company's business activity falls within a single business segment, the disclosure requirements of Accounting Standard (AS) 17-Segment reporting is not applicable.


? Related Party Disclosures:

Following are the details of the Related Party Transactions during the financial year:-

Directors ( In Lakhs)

Dr. Shailendra Sharma (Managing Director)Remuneration 24.00Professional Fees paid 11.14

Dr. Karan Sharma (Director)Professional fees 17.46

66


th

Salary paid to relatives of Directors

1. Mrs. Maya Sharma (Wife of Managing Director)Salary 1.86

2. Dr. Pradeep Kr. Sharma (Brother of Managing Director)Salary 2.50

3. Mrs. Monika Sharma (Sister-in-Law of Managing Director)Salary 2.10

4. Mrs. Madhulika Sharma (Sister-in-Law of Managing Director)Salary 1.86

5. Mr. Rajesh Sharma (Brother-in-Law of Managing Director )Salary 0.90

6. Dr. Shivani Khanna (Wife of Director)Professional Fees paid 4.66


? Accounting for Leases



? Earnings Per Share:


? Consolidated Financial statements



? Accounting for Taxes on Income:

Deferred Taxes resulting from timing difference between taxable and accounting income is accounted for using the tax rates and laws that have been enacted or substantially enacted as

67


68

on the balance sheet date. The Deferred Tax Asset / Liability as at the year end comprises of the following:


? Accounting for investments in Associates in Consolidated Financial Statements



? Discontinuing operations



? Interim Financial Reporting

The company has adopted to publish its quarterly and half yearly financial results which are subject to the limited review by the Statutory Auditor


? Intangible Assets



? Financial Reporting of Interests in Joint Venture



? Impairment of Assets:

The carrying amount of assets is reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated. Recoverable amount is higher of an assets' net selling price and its value in use. Value in use is the present value of estimated future cash flows discounted to their present values. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment loss is reversed if there is change in the estimates used to determine the recoverable amount. Based on such exercise there is no impairment of assets during the year.


th


? Provisions, Contingent Liabilities & Contingent Assets:

The Provision for Taxes is recognized in books of accounts in order to meet out the current tax liability.

There are no contingent liabilities and assets as on the date of the balance sheet.


? Financial Instruments: Recognition and Measurement



? Financial Instruments: Presentation



? Financial Instruments: Disclosures


69




Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-


70

NOTE - 2

NOTES TO ACCOUNTS

1. Income tax comprises of current tax and deferred tax. The Current Income Tax is calculated in

accordance with the provisions of Income Tax Act, 1961. Deferred Tax is calculated as per

Accounting Standard-22 issued by ICAI.

2. In the Opinion of the Board of Directors and to the best of their knowledge and belief the value of

realization of Current Assets, Loans & Advances in the ordinary course of business will not be less

than the amount at which they are stated in the Balance Sheet.

3. Balances of Debtors, Creditors, Loans & Advances are subject to confirmation.

4. Remuneration paid to Managing Director is as per details given below:-

Managerial Remuneration includes Current Year Previous Year

Salary (Rs. In Lakhs) 24.00 24.00

TOTAL 24.00 24.00

5. Auditor's Remuneration includes:

Audit Fees (Rs. In Lakhs) 2.02 2.02

TOTAL 2.02 2.02

6. Cash Flow Statement for the year ended on 31st March, 2015 is enclosed in the statement

annexed to these accounts.

7. Figures have been rounded off to Rupees and previous year figures have been regrouped &

rearranged whenever it is required.




Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-


th

71

Amt. in `

As at As atNOTE 3 31.03.2015 31.03.2014(a) SHARE CAPITAL

AUTHORISED 70,00,000 Equity Shares of Rs.10/- each 70,000,000 70,000,000

(b) ISSUED 51,49,000 Equity Shares of Rs.10/- each 51,490,000 51,490,000

(c) SUBSCRIBED & PAID UP 32,83,800 Equity Shares of Rs.10/- each 32,838,000 32,838,000

(d) FORFEITED SHARES (amount originally paid up) 8,736,750 8,736,750

TOTAL 41,574,750 41,574,750

(e) Reconcilation of the shares outstanding at the beginning and at the end of the reporting year

As at 31st March,2015 As at 31st March,2014

Number of Amount Number of AmountShares (In Rupees) Shares (In Rupees)

Opening and Closing Balances 3283800 32838000 3283800 32838000

(f) Terms/right attached to equity shares:

The Company has only one class of equity shares having a par value of Rs.10 per share fully paid up. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive sale proceeds from remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(g) The details of shareholders holding more than 5% shares

As at 31st March,2015 As at 31st March,2014

Number of % of Shares Number of % of Shares Shares Held Shares Held

Sharma Hospital Pvt. Ltd. 670400 20.42 670400 20.42Shailendra Sharma 412200 12.55 412200 12.55Ganpati Plast Fab Ltd. 290900 8.86 290900 8.86Sharma Nursing Home & Bone 183900 5.59 183900 5.59Hospital Private Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS




Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-


72

Amt. in `

As at As atNOTE 4 31.03.2015 31.03.2014

RESERVES & SURPLUS

Profit & Loss AccountOpening Balance as per last Balance Sheet 24,261,285 17,101,708 Add: Profit during the year 4,334,667 10,362,165

TOTAL 28,595,952 27,463,873

Less: Fixed Assets Written Off 9,616,805 - Less: Tax Provision 1,269,059 2,967,361

TOTAL 17,710,088 24,496,512

Add: Deferred tax (Net) 2,637,547 (235,227)TOTAL 20,347,635 24,261,285

Non Current LiabilitiesNote 5LONG TERM BORROWINGS(i) TERM LOANSFrom Banks (Secured) - 51,362 Less:- Amount classified as Current Maturities of Long Term Debts (refer Note No 9) - - 51,362 -

(ii) OTHER LOANS From Banks (Secured) 59,717,471 78,888,614 Less:- Amount classified as Current Maturities of Long Term Debts (refer Note No 9) 1,370,792 58,346,679 19,896,000 58,992,614

TOTAL 58,346,679 58,992,614

Details of Security provided against Term Loan from Bank:

This Loan consists of Vehicle Loan and secured with the Vehicle only.

Details of Security provided against Other Loans from Banks:

This Loan is Overdraft Facility from Punjab National Bank and the security provided against the same consist of-(a) Equitable mortgage Of Land and Building Of M/S SHARMA EAST INDIA HOSPITALS & MEDICALS RESEARCH

LTD..(Hospital building) Situated at Lal Kothi, Jaipur.(Admeasuring 2126.75 SQ. Yards.)

(b) Equitable mortgage Of Immovable Property situated at Udai Nagar-B Gopalpura Bypass, Jaipur(Admeasuring about 2100 SQ. Yards.)

(c) Equitable Mortgage Of Residential House situated at Plot No.B-103,Janpath, Shyam Nagar, Jaipur(Admeasuring 500 SQ. Yards.)

(d) First Charge on all Block Assets of the Company (Present And Future),Plant & Machinery and all Current Assets of the Company

(e) Collateral Security : Personal Guarantee of Shri Ganpat Rai Sharma, Dr. Shailendra Kumar Sharma Directors of the Company and Smt.Maya Sharma.





Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-


th

73

Amt. in `

As at As at

Note 6 31.03.2015 31.03.2014

Deferred Tax Liabilities 320,945 2,958,492

TOTAL 320,945 2,958,492

Note 7

Other Long Term Liabilities

Advance from Patients 857,123 793,581

Sundry Creditors for goods & expenses 73,838 750,859

Other Liabilities 694,219 1,625,180 829,519 2,373,959

TOTAL 1,625,180 2,373,959

Current Liabilities

Note 8

TRADE PAYABLES

Sundry Creditors for goods & expenses 484,058 650,481

Outstanding Liabilities for Goods and Services 10,240,589 10,724,647 7,095,806 7,746,287

TOTAL 10,724,647 7,746,287

Note 9

Other current Liabilities

Advance from Patients 1,744,479 1,620,490

Current maturities of long term debt

from Banks 1,370,792 19,947,362

Provision for Taxation 1,269,059 2,967,361

Other Payables 7,836,368 12,220,698 1,324,520 25,859,733

TOTAL 12,220,698 25,859,733





Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-


74

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Amt. in `

As at As atNote 11 31.03.2015 31.03.2014

NON CURRENT INVESTMENTS

Other Investments

(i) IMMOVABLE PROPERTIES

Land at Kalwar Road,Jhotwara - 4,782,557

(ii) INVESTMENTS IN EQUITY INSTRUMENTS

(a) UNQUOTED INVESTMENTS

2000 Equity Shares of Kshitij Enterprises (P) Ltd. @ 100/- each fully paid up (Valued at cost) 200,000 200,000

2000 Equity Shares of Sharma Nursing Home & Bone Hospital (P) Ltd. @ 100/- each fully paid up (Valued at cost) 200,000 200,000

4000 Equity Shares of Sharma Hospitals (P) Ltd. @ 100/- each fully paid up (Valued at cost) 400,000 400,000

4000 Equity Shares of Gaurav Sharma Enterprises (P) Ltd. @ 100/- each fully paid up (Valued at cost) 400,000 400,000

Total 1,200,000 1,200,000

(b) QUOTED INVESTMENTS

2,90,900 Equity Shares @10/- each of Ganpati Plast Fab. Ltd. Fully Paid up (Valued at cost or Market Value Whichever is Lower) 1,946,490 1,946,490

TOTAL 3,146,490 7,929,047

* Aggregate Face Value of Quoted Share of Ganpati Plast Fab.Ltd. Is Rs.29.09 Lacs and are listed but market value is not available.

* Aggregate Face Value of Un-Quoted Shares is Rs.12 Lacs.

* Above corporate bodies are not subsdiary, associates or joint ventures of the company.

75






Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-

Amt. in `

As at As at

Note 12 31.03.2015 31.03.2014

Long Term Loans & Advances

(Unsecured, Considered Good)

Advance for Capital Expenditure 1,601,000 30,619,133

Security Deposit 1,359,287 1,359,287

Other Advances 2,244,189 9,586,925

TOTAL 5,204,476 41,565,345

Note 13

OTHER NON-CURRENT ASSETS

(Unsecured, Considered Good)

Advance to Staff - 2,698,676

Other Advances 101,238 565,000

Advance to Consultant Doctors 20,000 1,220,000

Pre-Operative Expenses 658,503 -

Deffered Revenue Expenditure 1,238,511 282,183

TOTAL 2,018,252 4,765,859

Note 14

INVENTORIES

(i) Spare Parts & Stores 1,263,453 1,166,300

(Certified by Management and Valued at cost)

TOTAL 1,263,453 1,166,300

Note 15

TRADE RECEIVABLES

(i) Sundry Debtors (Un-secured and considered good)

a) Outstanding for a period exceeding six months 12,878,083 6,390,430

b) Others 8,023,726 4,805,863

TOTAL 20,901,809 11,196,293

76



th

Amt. in `

As at As at

Note 16 31.03.2015 31.03.2014

CASH & CASH EQUIVALENTS

(i) Cash on hand 994,320 1,045,289

(ii) Balances with Banks 78,329 10,309,737

TOTAL 1,072,649 11,355,026

Note 17

SHORT TERM LOANS & ADVANCES

(Un-secured and considered good)

Other Advances 36,045,248 6,677,109

TOTAL 36,045,248 6,677,109

Note 18

OTHER CURRENT ASSETS

Advance to Consultant Doctors 155,432 -

Imprest to Employees 6,000 29,880

Advance to Staff 37,000 46,077

Other Receivables 7,296,855 2,327,046

Cenvat Credit Receivable 2,256,500 246,889

TOTAL 9,751,787 2,649,892

77





Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-

78

Amt. in `

As at As atNote 19 31.03.2015 31.03.2014REVENUE FROM OPERATIONSPROFESSIONAL RECEIPTS

Accommodation Charges 35,994,377 34,400,212 Admission Registration Charges 1,540,992 1,649,609 Cathlab Charges 11,742,684 7,548,976 Consultation Charges 14,311,443 15,782,805 CT Scan Charges 1,195,818 1,216,062 ECG Charges 215,798 204,692 ECHO Charges 1,155,056 910,634 Holter Charges 13,700 8,100 Investigation Charges 18,000 2,934,000 Lab Charges 12,045,544 12,223,103 Operation Charges 62,960,953 28,539,634 Other Miscellaneous Charges 17,142,371 13,922,754 Sonography Charges 1,661,944 2,012,485 TMT Charges 72,031 79,224 Tee Charges 5,000 - X-Ray Charges 3,549,273 3,593,547

TOTAL 163,624,984 125,025,837

Note 20

OTHER INCOME

Miscellaneous Income 461,160 126,954 Sundry Creditors Written Back 294,047 721,579 Professional Consultancy Charges 3,128,020 6,537,491 Rent 1,651,548 3,037,224 Interest Income 4,798 1,696

TOTAL 5,539,573 10,424,944



th




Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-

79

Amt. in `

As at As at

Note 21 31.03.2015 31.03.2014

EMPLOYEES BENEFIT EXPENSES

Bonus A/c 247,961 206,456

Employers Contribution to E.S.I 795,560 689,664

Employers Cont. to P.F. 1,386,373 467,161

Gratuity 986,073 758,429

Mannual Labour Charges 9,023,001 7,356,970

PF Charges 183,186 62,684

Salary 36,819,921 31,392,349

Security Expenses 2,371,647 2,208,646

Staff Welfare Expenses 79,762 50,227

Office Expenses 218,740 133,797

Share of consultant doctors 38,333,835 21,049,907

Uniform Expenses 305,922 266,840

TOTAL 90,751,981 64,643,130

Note 22

FINANCE COST

INTEREST

Interest on Line of Credit 7,466,239 5,845,475

Other Interest 16,628 16,255

TOTAL 7,482,867 5,861,730






Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-

80

Amt. in `

As at As atNote 23 31.03.2015 31.03.2014OTHER EXPENSESPatient Food Expenses 1,032,141 695,762 Consultancy charges 62,000 - D.G.Set Oil, Petrol & Diesel 331,004 398,656 Electricity & Water Charges 5,794,309 5,216,407 Insurance Charges 102,538 99,422 Repair & maintenance (other) 820,000 853,938 Repair & maintenance (P&M) 2,834,991 2,604,827 Repair & maintenance (Building) 729,505 772,194 Accomodation & Other Expenses A/c 4,601,447 6,774,366 Advertisment & Publicity Exp. 470,609 214,751 Audit Fees A/c 180,000 180,000 Internal Audit Fees 40,000 - Bad Debts A/c 28,283 243,802 Bank Charges 88,245 82,053 Claim Settlement Expenses - 81,600 Conveyance Expenses 103,005 55,346 C.T. Scane Expenses 1,027,360 1,013,870 Directors Sitting Fees 24,000 25,500 General Utility Items 791,076 718,574 HOUSE TAX A/C - 13,065 Legal Expenses 431,617 901,456 Managerial Remuneration 2,400,000 2,400,000 Membership Fees A/c 218,974 100,000 Miscellaneous Expenses 374,249 147,031 Pathological Consumable Items 3,200,681 3,381,569 Pathological Expenses 3,408,285 1,329,456 Printing & Stationary 748,564 979,793 Rent Paid 7,395 90,800 Telephone,Postage&Telegram 547,124 523,392 Travelling Expenses 103,308 66,162 Urban Development Tax A/c 168,364 643,516 Vehicle Running & Maintanance 240,617 156,979 Washing Charges 700,643 576,628 X- Ray Film Consumed 696,156 779,777 Conference Fees 5,000

TOTAL 32,311,490 32,120,692

NOTES FORMING PART OF THE FINANCIAL STATEMENTS2014-2015

Annual Report26th




Place: Jaipur

Date: 21.05.2015


(GANPAT RAI SHARMA)

CHAIRMAN

Sd/-

(VIMAL KUMAR JOSHI)



COMPANY SECRETARY


PARTNER

M.NO. 071964


Sd/-


MANAGING DIRECTOR

Sd/-

Affix

1 Rupee

Revenue

Stamp

81

SHARMA EAST INDIA HOSPITALS AND MEDICAL RESEARCH LTDREGISTERED OFFICE: JAIPUR HOSPITAL, NEAR SMS STADIUM,LAL KOTHI

TONK ROAD,JAIPUR-302015CIN: L85110RJ1989PLC005206

(E-Mail: [email protected], Website:www.jaipurhospital.co.in)Proxy Form

(Pursuant to Section 105(6)of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)Name of the member(s): _________________________________________________________Registered Address: ___________________________________________________________E-mail ID: _____________________________Folio No/Client ID No.______________________DP ID: ______________________________________________________________________I/We, being the member(s) of Sharma East India Hospitals & Medical Research Limited, holding _______________ no. of shares of the above named company, hereby appoint1. Name:_____________________________ Address:____________________________

E-mail ID:__________________________ Signature___________________________or failing him,

2. Name:____________________________ Address:____________________________E-mail ID:_________________________ Signature___________________________or failing him,

3. Name:____________________________ Address:____________________________E-mail ID:_________________________ Signature___________________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Twenty Six Annual General Meeting of the company, to be held on Friday, September 18,2015 at 3.00PM at Sharma Agriculture Farm, Takia Ki Chowki, Kalwad Road, Jhotwara, Jaipur and at any adjournment thereof in respect of such resolutions as indicated below:Resolution No.:1 Adoption of Statement of Profit and Loss, Balance Sheet, Report of Board of Directors and Auditors for the year ended March 31, 2015.2 Re-appointment of Dr. Karan Sharma as Director of the Company.3 Appointment of Auditors.4 Re-Appointment of Dr. Shailendra Kumar Sharma as Managing Director of the Company.5 Appointment of Mr. Madhur Krishna Khaitan as an Independent Director of the Company.6 Appointment of Mr. Subhash Chand Jain as an Independent Director of the Company.7 Appointment of Mrs. Avani Agarwal as an Independent Director of the Company.8 To consider the Appointment of Mrs. Maya Sharma as a Director.Signed this__________________________ day of_________________________2015Signature of shareholder…………….....…………. Signature of Proxy holder (s)…………….........Note: This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of the Meeting.

SHARMA EAST INDIA HOSPITALS AND MEDICAL RESEARCH LTDREGISTERED OFFICE: JAIPUR HOSPITAL,NEAR SMS STADIUM,LAL KOTHI

TONK ROAD,JAIPUR-302015CIN: L85110RJ1989PLC005206

(E-Mail: [email protected], Website:www.jaipurhospital.co.in)ATTENDANCE SLIP

(To be handed over at the entrance of the Meeting hall)26th ANNUAL GENERAL MEETING HELD ON FRIDAY, SEPTEMBER 18,2015 AT 3.00 P.M.

At Sharma Agriculture Farm, Takia Ki Chowki, Kalwad Road, Jhotwara, Jaipur.Folio No................................ DP ID No............................Client ID No.......................................... Name of the member (In BLOCK LETTERS): ..............................Signature....................................Name of Proxyholder (InBLOCK LETTERS):...........................Signature.....................................1. Only Member /Proxy holder can attend the Meeting.2. Member/Proxy holder should bring his/her copy of the Annual Report for the reference at the Meeting.

Te

ar

Hear

If undelivered Please Return to :

SHARMA EAST INDIA HOSPITALS ANDMEDICAL RESEARCH LIMITEDJAIPUR HOSPITALLAL KOTHI, NEAR S.M.S. STADIUM, TONK ROAD, JAIPUR - 302 015

26 th annual report - jaipurhospital.co.in hospital annual report-20… · namely, jaipur...

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