Your Directors are pleased to present the 35th Directors Report of your Company along with the Audited Financial Statement for the financial year 2024-25.
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FINANCIAL RESULTS (Amount- Rs. in Lakhs)
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Particulars
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Year Ended 31st March, 2025
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Year Ended 31st March, 2024
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Revenue from Operations
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3481.85
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3820.34
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Other Income
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85.36
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47.16
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Total Income
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3567.21
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3867.50
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Profit/(Loss) before Depreciation, Tax & Financial Expenses
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64.89
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217.89
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Interest
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91.33
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91.88
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Depreciation
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116.37
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115.63
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Profit/ (Loss) Before Tax
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(142.81)
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10.38
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Less: Exceptional item
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--
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--
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Tax Expenses:
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a. Current Tax
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0.00
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10.04
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b. Fringe Benefit Tax
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--
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--
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c. Deferred Tax Liability
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(5.44)
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43.08
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Profit / (Loss) for the year
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(137.37)
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(42.74)
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Other Comprehensive Income
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Items that will not be reclassified to profit or loss
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(24.87)
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(2.9)
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Income Tax relating to items that will not be reclassified to profit or loss
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6.26
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0.73
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Total Comprehensive Profit/(Loss) for the year carried to Balance Sheet
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(155.99)
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(44.91)
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Earnings per Share
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(1.84)
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(0.57)
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REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:
The total income of the Company for the financial year 2024-25 stood at 3567.21 Lakhs as
compared to previous financial year 2023-24 of ?. 3867.50 Lakhs stating decrease of ?. 300.29 Lakhs. The Loss before tax for the Financial Year 2024-2025 is ?. (142.81) against the profit of ?. 10.38 Lakhs in the previous year (excluding Other Comprehensive Income). The loss after tax for the Financial Year 2024-2025 stood at ?. (137.37) against Loss after Tax for the previous Financial Year 2023-2024 of ?. (42.74) Lakhs. The other comprehensive income for the financial year 2024-25 is ?. (18.61) as against ?. (2.17) Lakhs in the previous Financial Year 2023-2024. The detailed overview of the Company performance during the financial year 2024-25 is given in Annexure-I to the Directors Report -Management Discussion and Analysis Report.
The decrease in the revenue is due to reduction in Patients' inflow. The Company is evaluating various strategies to scale up the performance during the upcoming financial year(s).
Appointment / Re-appointment
Mrs. Jayanthi Radhakrishnan, was appointed as the Managing Director of the Company for a term of 5 years commencing from September 3, 2025 without any remuneration.
Mr. Edward M Prabhakar (DIN: 11237027) and Mr. Akash Prabhakar (DIN: 09787348) was appointed as Additional Directors in the Company. Mrs. Shama Dhilip (DIN:11252717) and Mr. K.M. Mohandass (DIN:00707839) was appointed as an Additional Directors in the Company in the capacity of an Independent Director of the Company for a term of 5 years commencing from September 3, 2025 to September 2, 2030.
On September 2, 2025, the Company received a notice in writing from (i) Mr. Gomathi Radhakrishnan Gokul and Mrs. Abhinaya Vijayan, members of the Company, along with the requisite deposit amount of Indian Rupees One Lakh under Section 160(1) of the Companies Act, 2013, proposing the candidature of Mr. Gomathi Radhakrishnan Gokul (DIN 01123161) for the office of director on the Board of the Company, as a Non-Executive Non-Independent Director, liable to retire by rotation and (ii) Mr. K.P. Gautham Srinivas and Mr. Arvind Srinivas, members of the Company, along with the requisite deposit amount of Indian Rupees One Lakh under Section 160(1) of the Companies Act, 2013, proposing the candidature of Mr. K.P. Gautham Srinivas (DIN:11104635) for the office of director on the Board of the Company, as a Non-Executive Non-Independent Director, liable to retire by rotation.
Accordingly, the board proposes the appointment of Mr. Gomathi Radhakrishnan Gokul and Mr. K.P. Gautham Srinivas as Directors at the ensuing Annual General Meeting and the item 8 and 9 pertaining to their appointment is included in the Notice.
Mrs. Jayanthi Radhakrishnan, (DIN: 09025308) Director is liable to retire by rotation at the ensuing 35th Annual General Meeting and being eligible offers herself for re-appointment and is recommended to the shareholders for approval.
A brief profile of Mrs. Jayanthi Radhakrishnan (DIN: 09025308), Mr. Edward M Prabhakar (DIN: 11237027) , Mr. Akash Prabhakar (DIN: 09787348), Mrs. Shama Dhilip (DIN:11252717), Mr. K.M. Mohandass (DIN:00707839, Mr. Gomathi Radhakrishnan Gokul and Mr. K.P. Gautham Srinivas as required under Regulation 36(3) of the SEBI(LODR) Regulations, 2015 and justification for their appointment is enclosed as Annexure to the Notice of the 35th Annual General Meeting.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all its Independent Directors as at 31st March 2025, confirming that they meet the criteria of independence prescribed both under the Companies Act, 2013 and the Listing Regulations. In the opinion of the Board, all the Directors appointed/re-appointed during the year are persons with integrity, expertise and possess relevant experience in their respective fields. The skill matrix of the Board is detailed in the Corporate Governance Report forming part of this Report. All the Independent Directors of the Company have registered their names in the Independent Director Databank as required under the Companies Act, 2013 and the Rules referred therein. The Independent Directors are also required to take up an online proficiency self-assessment test within two years from the date of inclusion of their name in the Independent Directors’ databank with an exemption provided to Directors fulfilling the criteria prescribed under the Act and the Rules referred therein. The completion of the online proficiency self-assessment test is exempted for most of the Directors.
The Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013 including changes made during the year is as mentioned below:
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Name
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Designation
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Mrs. R. Gomathi
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Chariman and Managing Director
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Mrs. Jayanthi Radhakrishnan
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Managing Director
Appointed with effect from September 3, 2025
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Dr. V. Krishnamurthy
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Chief Executive Officer
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Mr. Dambaru Dhar Jena
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Chief Financial Officer
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Mr. Bharatraj Panchal
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Company Secretary & Compliance Officer Resigned with effect from 14th July, 2025
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DIVIDEND:
During the Financial year ended 2024-25, the Company has reported Net Loss after Tax of (137.37) Lakhs accordingly your Board of Directors has not recommended any dividend for said financial year.
TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:
In compliance with the provisions of Section 124 of the Companies Act, 2013 and rules made thereunder the Company had no unclaimed dividend to be transferred to Investor Education and Protection Fund and there is no unclaimed dividend lying in the Company's Unpaid Dividend Account. In view of the above, the Company was not required to transfer any amount to Investor Education and Protection Fund.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
For the financial year ended 31st March, 2025, the Company has not proposed to carry any amount to General Reserve Account.
COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:
The Company neither has any holding nor has any subsidiary company, therefore, disclosure under Section 197(14) of the Companies Act, 2013 is not applicable.
MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:
There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.
SHARE CAPITAL:
The paid-up equity share capital of the Company as on March 31, 2025 was 746.89 Lakhs. The Company has neither issued any shares with differential voting rights nor granted stock options or sweat equity.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no change in the business activities of the Company.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE: Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI(LODR) Regulations, 2015 and further circular(s) issued by SEBI on "Guidance note on Board evaluation", the evaluation process was carried out internally for the performance of the Board, its Committees and Individual Directors. The Independent Directors have reviewed the performance evaluation of Non-Independent Directors and the Board as a whole. The Nomination and Remuneration Committee carried out evaluation of performance of each Director. The Board of Directors carried out performance evaluation of the Board, each Director and the Committees for the financial year ended 31st March, 2025 based on various aspects which inter-alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the effectiveness of their contribution.
The board and the committees were evaluated on various criteria as stated below:
1. Composition of the Board and Committees.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the Board and Committees.
4. Effective Conduct of Board and Committee Meetings.
5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.
The Board also carried out the evaluation of Directors and Managing Director based on following criteria:
1. Attendance at the meetings.
2. Understanding and knowledge of the entity.
3. Maintaining Confidentiality of board discussion.
4. Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board.
SUCCESSION PLANNING:
The Nomination and Remuneration Committee works with the Board on the succession plan and prepares for the succession in case of any exigencies.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS, AUDIT COMMITTEE AND OTHER COMMITTEES:
The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performances of the Company. The Board Meetings are pre-scheduled and a tentative annual calendar of the Board meeting is circulated to the Directors well in advance to facilitate the Directors to plan their schedules. The details of number of board meetings and other committee meetings held during the Financial Year 2024-25 are as follows:
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BOARD MEETINGS
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Name
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Date of Meeting 30.05.2024
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Date of Meeting 13.08.2024
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Date of Meeting 1 2.11.2 024
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Date of Meeting 13.02.202 5
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R. Gomathi
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Attended
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Attended
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Attended
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Attended
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Jayanthi
Radhakrishnan
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Attended
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Attended
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Attended
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Attended
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K. Meyyanathan
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Attended
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Attended
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Attended
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Attended
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N. Rajkumar
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Attended
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Attended
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Attended
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Attended
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AUDIT COMMITTEE MEETINGS
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Name
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Date of Meeting 30.05.2024
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Date of Meeting 13.08.2024
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Date of Meeting 1 2 . 11.2 024
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Date of Meeting 1 3.02.2 025
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R. Gomathi
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Attended
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Attended
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Attended
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Attended
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K. Meyyanathan
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Attended
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Attended
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Attended
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Attended
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N. Rajkumar
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Attended
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Attended
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Attended
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Attended
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NOMINATION AND REMUNERATION COMMITTEE MEETINGS
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Name
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Date of Meeting 12.11.2024
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Date of Meeting 13.02.2025
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K. Meyyanathan
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Attended
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Attended
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N. Rajkumar
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Attended
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Attended
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Jayanthi
Radhakrishnan
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Attended
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Attended
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STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING
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Name
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R. Gomathi
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K. Meyyanathan
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N. Rajkumar
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Date of Meeting
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30.04.2024
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Attended
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Attended
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Attended
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27.06.2024
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Attended
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Attended
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Attended
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11.07.2024
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Attended
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Attended
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Attended
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25.07.2024
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Attended
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Attended
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Attended
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01.08.2024
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Attended
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Attended
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Attended
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13.08.2024
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Attended
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Attended
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Attended
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12.11.2024
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Attended
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Attended
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Attended
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13.02.2025
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Attended
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Attended
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Attended
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20.03.2025
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Attended
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Attended
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Attended
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COMPOSITION OF BOARD:
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Mrs. R.Gomathi (DIN: 02900460)
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- Managing Director
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Mrs. Jayanthi Radhakrishnan(DIN: 09025308)
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- Managing Director
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Mr. Edward M Prabhakar (DIN : 11237027)
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- Non Executive Director
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Mr. Akash Prabhakar (DIN 09787348)
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- Non- Executive Director
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Mr. K. Meyyanathan (DIN: 07845698)
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- Independent Director
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Mr. N. Rajkumar (DIN: 00617000)
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- Independent Director
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Mrs. Shama Dhilip (DIN: 11252717)
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- Independent Director
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Mr. K.M. Mohandass (DIN: 00707839)
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- Independent Director
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No. of Board Meetings: 4:
Date of Meeting: 30.05.2024, 13.08.2024, 12.11.2024 and 13.02.2025.
The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013 and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.
DECLARATION OF INDEPENDENCE AND MEETING OF INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at the Board Meeting of the Company.
A separate meeting of Independent Directors was held on 13th February, 2025. NOMINATIONANDREMUNERATIONPOLICY:
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and senior Management of the Company. The policy also lays down the criteria for selection and appointment of Board Members. The Remuneration Policy is available on the website of the company. The salient features of the policy are given below:
Nomination & remuneration Policy:
In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following responsibilities:
1. TheCommitteeshallformulatethecriteriafordeterminingqualifications,positiveattributesand independence of a director.
2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
3. RecommendtotheBoard,appointmentandremovalofDirector,KMPandSeniorManagementPers onnel.
4. TheBoardshallcarryoutevaluationofperformanceofeveryDirector,ManagerialPerson,KMPandS eniorManagementPersonnel at regular interval(yearly).
5. Theremuneration/compensation/commissionetc.totheManagerialPerson,KMPandSeniorMana gement Personnel will be determined by the Committee and recommended to the Board forapproval.Theremuneration/compensation/commissionetc.shallbesubjecttotheprior/posta pprovaloftheshareholdersoftheCompanyandCentralGovernment,whereverrequired.
6. Incrementstotheexistingremuneration/compensationstructuremayberecommendedbytheCo mmittee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.
7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying the m against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.
8. The Non-Executive/ Independent Director may receive remuneration by way of fees for attendingmeetingsofBoardorCommitteethereofprovidedthattheamountofsuchfeesshallnotex ceed? One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time totime.
9. CommissiontoNon-Executive/IndependentDirectorsmaybepaidwithinthemonetary limit approved byshareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as pertheapplicable provisionsof theCompanies Act, 2013.
RISK MANAGEMENT:
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and as per the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy duly approved by the Board which is periodically reviewed by the management. The main objective of the company's Risk Management Policy is to ensure the effective identification and reporting of risk exposures, involvement of all departments and employees in risk management, to ensure continuous growth of business and protect all the stakeholders of the Company.
The Audit Committee and Board of Directors consider the risk exposure before approving a strategic decisions taken by the Company. Further the Company has strong internal control system in place to identify the risks at any stage of the business. This internal control system is further reviewed by the internal auditors of the Company and a report is submitted to the Audit Committee. The Committee based on the report of internal auditors advises on the necessary action to be taken in case of any deviation from required standards.
AUDITORS AND THEIR REPORT:
In line with the requirements of the Companies Act, 2013, the Company, with the approval of the shareholders at the Annual General Meeting held on 20th September 2024, appointed M/s. Elias George & Co., Chartered Accountants LLP (Firm Registration No. 000801S) as the Statutory Auditors of the Company to hold office from the conclusion of 34th Annual General Meeting until the conclusion of the 39th Annual General Meeting (AGM) at such remuneration plus applicable taxes and out of pocket expenses, as may be determined and recommended by the Audit Committee and approved by the Board of Directors of the Company.
As required under Regulation 33 of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Report given by M/s. Elias George & Co Chartered Accountants LLP on the Financial Statements of the Company for the year ended 31st March 2025 is provided in the financial section of the Annual Report.
There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their report.
COST AUDIT:
Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Company's product does not fall under the purview of Cost Audit.
INTERNAL AUDIT:
As per the requirements of Section 138 of the Companies Act, 2013 and the rules made there under, M/S. R. Baskaran & Co., Chartered Accountants were appointed as Internal Auditors of the Company for the financial year 2025-26.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report - Annexure I.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there and Regulation 24A of the Listing Agreement, the Board of Directors have recommended to the shareholders for approval the appointment of Mr. T. Murugan, Practising Company Secretary (Membership No.A11923/C.P.No.4393) to undertake the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report for the year 2024-25 is included as "Annexure II" and forms an integral part of this Report. The Secretarial Audit Report was placed before the Board on 20.05.2025 There are no qualification, reservation and adverse remarks in the Secretarial Audit Report.
ANNUAL RETURN:
The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies(Management and Administration) Rules, 2014, is available on company's website and can be accessed atwww.cmmh.in
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:
During the financial year 2024-25, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013,
Rules issued there under. All the Directors have disclosed their interest in Form MBP-1 and as and when any changes in their interest take place, such changes are placed before the Board at its meetings. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Disclosure in Form AOC-2 under Companies (Accounts) Rules, 2014 is attached (ANNEXURE-III).
The details of the related party transactions as required under Indian Accounting Standard - 18 are set out in Note to the standalone financial statements forming part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, your Company has not given any loans, guarantees or made any investments within the purview of Section 186 of the Companies Act, 2013.
VIGIL MECHANISM/WHISTLE BLOWER/INSIDER TRADING POLICY:
Your Company has in place Whistle Blower Policy approved by Board of Directors in compliance with provisions of Section 177 (10) of the Companies Act, 2013. The policy provides a mechanism to the Directors and Employees to voice their concerns regarding irregularities in the Company in an effective manner. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. There were no complaints received during the year 2024-25.
The amended policy pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from 1st April, 2019 has been uploaded in the website of the Company at www.cmmh.in
RECOMMENDATIONS OF AUDIT COMMITTEE& IT'S COMPOSITION:
During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:
Mr. K. Meyyanathan (DIN: 07845698), Independent Director, Chairman of the Committee, Mrs. R. Gomathi (DIN:02900460), Member; Mr. N. Rajkumar (DIN:00617000), Member, and Mr. Bharatraj Panchal, Company Secretary of the Company resigned from the Company w.e.f. 14.07.2025
PUBLIC DEPOSITS:
The Company has not accepted and/or renewed any public deposits from the public during the financial year 2024-25 under review within the meaning of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 as amended.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has constituted the Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). The Company has in place the Anti-Sexual Harassment Policy in line with the requirements of the said Act.No Complaints were received during the year under review. The Policy is also available on our website at the link: www.cmmh.in
INDEPENDENT DIRECTORS COMMITTEE:
The Company has in place Independent Directors Committee as required under SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
CORPORATE GOVERNANCE:
As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of complying with the provisions of Corporate Governance. During the year your Company has informed the non-applicability provision to the Bombay Stock Exchange. Since, the provision of Corporate Governance is not applicable for the entire Financial Year 2024-25, a separate report of Corporate Governance is not disclosed in the Annual Report 2024-25.
LISTING FEES:
The Company confirms that it has paid the annual listing fees for the year 2024-25 to the Bombay Stock Exchange.
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed with effect from 24-September, 2025 to 30th September, 2025 (both days inclusive).
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:
Ý In the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;
Ý The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2025 and of the statement of profit and loss of the Company for the financial year ended 31st March, 2025;
Ý Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
Ý The annual accounts have been prepared on a 'going concern' basis;
Ý Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and
Ý Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
PERSONNEL:
None of the employees except Chief Executive Officer of the Company drew remuneration which in the aggregate exceeded the limits fixed under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosure pertaining to remuneration and other details as required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure (IV)" to this Report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS:
During the year, the Company has not received any significant and material orders passed by the Regulators or courts or tribunals which would affect the going concern status of the Company and its future operations.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
REPORTING OF FRAUDS BY AUDITORS:
There is no fraud reported in the Company during the Financial Year ended 31st March, 2025. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report or the Financial Year ended 31st March, 2025.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal control systems which is commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies of the company. There is involvement from both management and functional heads with periodic meetings to discuss issues, weaknesses and progress of the company's internal financial control program.
The internal audit conducted for every quarter further scrutinizes the functioning of various areas of operations and gives its observation to the Audit Committee. Required action is taken based on the decision of the Audit Committee on the observations by the internal auditor.
Various processes like procurements, maintenance, marketing, accounting etc. are reviewed periodically both internally and by the internal auditors in a way which is commensurate with size & complexity of operations of the Company.
The above process helps the company in taking precautionary measures, making the existing process more efficient, bringing accuracy in accounting which enables orderly conduct of the business.
PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:
There are no employees falling within the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except Chief Executive Officer.
DUES TO SMALL & MICRO ENTERPRISES
Dues outstanding more than ^.1,00,000/- to Small and Micro Industrial Units: Nil
COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI ON BOARD MEETINGS AND GENERAL MEETINGS:
The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.
HUMAN RESOURCES/INDUSTRIAL RELATIONS:
The Human Resource is the foundation for any organization and its primary objective is to ensure the availability of competent and suitable workforce to the organisation as well as to meet the needs, aspirations, values and dignity of individuals/employees having due concern for the socioeconomic problems of the people of the country. The employees are compensated with suitable remuneration based on the size of operations and achievement of the goals of the department. There have been no major disputes during the financial year and the Company enjoys cordial relationship with all its employees.
SOCIAL RESPONSIBILITY:
Your Company believes in importance of education in the growth of individuals and the economy as whole.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall under the criteria i.e. net worth or turnover or net profit, as prescribed in Section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility provisions.
CAUTIONARY STATEMENT:
Shareholders and Readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness though the same are based on sources believed to be reliable. Utmost care has been taken to ensure that the opinions expressed by the management herein contain its perceptions on the material impacts on the Company's operations, but it is not exhaustive as they contain forward-looking statements which are extremely dynamic and increasingly fraught with risk and uncertainties. Actual results, performances, achievements or sequence of events may be materially different from the views expressed herein.
ACKNOWLEDGEMENT:
Your Directors would like to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors acknowledge the ongoing trust and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors place on deep appreciation for the contribution made by employees at all levels.
Your Directors extend its heart felt gratitude for the continued support and trust by the shareholders on the Company.
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