Your Directors have pleasure in presenting the 6th Annual Report of your Company together with the Audited Standalone and Consolidated financial statements of the company for the financial year ended, 31st March, 2025.
FINANCIAL SUMMARY AND HIGHLIGHTS (STANDALONE) (Rs. In 000')
|
Particulars
|
Current year
|
Previous Year
|
|
Revenue from Operations
|
444132.40
|
465280.57
|
|
Other Income
|
4398.00
|
2226.57
|
|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense
|
53228.18
|
63832.07
|
|
Less: Depreciation/ Amortization/ Impairment
|
13459.32
|
12559.25
|
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense
|
39768.86
|
51272.82
|
|
Less: Finance Costs
|
7544.39
|
7389.84
|
|
Profit /loss before Exceptional items and Tax Expense
|
32224.47
|
43882.98
|
|
Add/(less): Exceptional items
|
0.00
|
0.00
|
|
Profit /loss before Tax Expense
|
32224.47
|
43882.98
|
|
Less: Tax Expense
|
Current Tax
|
13117.86
|
11993.87
|
|
Deferred Tax
|
113.17
|
153.08
|
|
Profit /loss for the year (1)
|
18993.43
|
31736.03
|
FINANCIAL SUMMARY AND HIGHLIGHTS (CONSOLIDATED) (Rs. In 000)
|
Particulars
|
Current year
|
Previous Year
|
|
Revenue from Operations
|
466620.00
|
477630.00
|
|
Other Income
|
5722.00
|
2722.00
|
|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense
|
54544.00
|
62699.00
|
|
Less: Depreciation/ Amortization/ Impairment
|
14421.00
|
12722.00'
|
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense
|
40123.00
|
49977.00
|
|
Less: Finance Costs
|
8020.00
|
8424.00
|
|
Profit /loss before Exceptional items and Tax Expense
|
32103.00
|
41553.00
|
|
Add/(less): Exceptional items
|
0.00
|
-294.00
|
|
Profit /loss before Tax Expense
|
32103.00
|
41847.00
|
|
Less: Tax Expense
|
Current Tax
|
13314.00
|
11994.00
|
|
Deferred Tax
|
63.00
|
158.00
|
|
Profit /loss for the year (1)
|
18726.00
|
29695.00
|
BUSINESS OVERVIEW
The Company is a growing organization that aims at strengthening and establishing itself as the foremost healthcare services provider. The Company strive to serve with its ultra-modern medicinal practices and state of the art infrastructure for medical solutions. The Company aims towards continuous improvement of its healthcare facilities. The Company has a team of medical practitioners who ensures that patients get the quality healthcare services. The dedicated team is trained to take care of the patients and handle health related emergencies. The Company's healthcare staff members comprise of Unit Head, Consultant Doctors, Clinical Pharmacist, X-Ray Technician, Medical Officers, Clinical Assistants, Medical Executives, OT Assistant, Infection Control Nurse, Other Nursing Staff, Attendants, Maintenance Head, Dietician/Nutritionist etc. Also, the Company is associated with several organizations' for providing regular healthcare check-up facilities to their employees at affordable rates.
The Company is a part of Ayushman Bharat-Pradhan Mantri Jan Arogya Yojana, a flagship scheme of Government of India which was launched and recommended by the National Health Policy 2017, to achieve the vision of universal health coverage (UHC). The initiative has been designed on the lines as to meet SDG and its underlining commitment. Ayushman Bharat is an attempt to move from sectoral and segmented approach of health service delivery to a comprehensive need-based health care service.
The Company's healthcare facilities consist of advanced technology and our doctors, nurses and other healthcare professionals follow treatment protocols that match acceptable standards. As on the date the Company provide inpatient and outpatient healthcare services through its hospitals at Surat, Mumbai, Valsad and Nandurbar (Maharashtra), with an aggregate bed capacity of 550 beds.
STATE OF THE COMPANIES AFFAIRS ("000")
STANDALONE
During the current period, your company has earned total revenue of Rs 448530.34 as against Rs 467507.14 in the previous year. The company has earned a net profit of Rs. 18993.43 as compared to Rs 31736.03 in the previous year.
CONSOLIDATED
During the current period, your company has shown a decrease in total revenue of Rs. 472342.00 as against Rs. 480352.00 in the previous year. The company has earned a consolidated net profit of Rs. 29695.00 as compared to Rs. 18724.00 in the previous year.
TRANSFER TO GENERAL RESERVE
The Directors do not propose to transfer any amount to the Reserves. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.
DIVIDEND
With a view to conserve resources and expansion of business, your directors do not recommend any dividend for the financial year under review.
STATE OF AFFAIRS OF THE SUBSIDIARY OF THE COMPANY
Maitreya Hospital Private Limited, a wholly-owned subsidiary of Maitreya Medicare Limited, has obtained all necessary statutory approvals, licenses, and regulatory clearances from the relevant authorities for the commencement of its operations at Valsad, Gujarat. As part of the group's strategic expansion in the healthcare sector, the hospital has been developed as a state-of-the- art facility equipped with modern infrastructure, advanced medical technology, and a team of highly qualified healthcare professionals. Final preparations, including system integrations, staffing, and clinical readiness protocols, are currently underway. Subject to the completion of these final steps, the hospital is expected to commence its operations by the end of August 2025. As an extension of Maitreya Medicare's vision to provide high-quality and accessible healthcare, the hospital will play a key role in strengthening the group's presence and service offerings in the region.
Our initial plan involves commencing operations with 125 beds, aiming to achieve an Average Revenue Per Occupied Bed comparable to that of our Surat unit. This unit will also have 3
modular operation theatres, 20 bed ICU and 6 bed Dialysis unit and a range of specialized services, including Cardiology and Neurosurgery.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.
SHARE CAPITAL STRUCTURE OF THE COMPANY:
a) Authorized Capital:
The Authorized Share Capital of the Company is 13,50,00,000/- (Rupees Thirteen Crore Fifty Lacs only) divided into 77,50,000 (Seventy-Seven Lacs Fifty Thousand only) Equity shares of Rs. 10/- (Rupees Ten only) each and 57,50,000 (Fifty-Seven Lacs Fifty Thousand Only) 6% Convertible Redeemable Preference Shares of Rs. 10/- (Rupees Ten only).
b) Issued, Subscribed and Paid-up Capital
The Issued, Subscribed and Paid-up share capital of the Company was reduced from Rs. 121723 thousand to 120923 thousand by redemption of 80,000 6% Non-Convertible Cumulative Redeemable Preference Shares of Rs 10 each aggregating to Rs. 8,00,000/- (Rupees Eight Lacs Only) at Board Meeting held on 09th December, 2024.
The Issued, Subscribed and Paid-up share capital of the Company is 6776000 Equity Shares of Rs. 10/- each aggregating to Rs. 6,77,60,000/- and 5316300 6% Non¬ Convertible Cumulative Redeemable Preference Shares of Rs 10 each aggregating to Rs. 5,31,63,000/-.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2025, none of the Directors of the Company holds instruments convertible into equity shares of the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company's Board is duly constituted which is in compliance with the requirements of the Act, the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 [hereinafter referred to as "Listing Regulations"] Regulations, 2015 and provisions of the Articles of Association of the Company. As on the date of this Report, the Board of Directors comprises of five (5) directors which include three (3) Executive Directors and two (2) Independent Directors.
The overall composition of Board of Directors includes one-woman director. As on the date of this report, the Board of the company constitutes of the following Directors:
|
Sr. No.
|
Name of Directors/KMPs
|
Designation
|
|
1.
|
Dr. Narendra Singh Tanwar
|
Managing Director and Chairman
|
|
2.
|
Dr. Pranav Rohitbhai Thaker
|
Whole-time director
|
|
3.
|
Mr. Vimalkumar Natverlal Patel
|
Whole-time director
|
|
4.
|
Mr. Hardik Vikrambhai Patel
|
Non-Executive Independent Director
|
|
5.
|
Mrs. Abha Surana
|
Non-Executive Independent Director
|
The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
RE-APPOINTMENT
In accordance with the provisions of section 152 of the Companies Act 2013 and the Articles of Association of the Company, Dr. Narendra Singh Tanwar (DIN: 08459007) Managing Director who retires by rotation at the ensuing Annual General Meeting and is eligible, offers himself for his re-appointment. The board recommends his re-appointment for the consideration of the Members of the company at the ensuing Annual General Meeting. A brief resume and other details of the above director seeking re-appointment are provided in the Notice of Annual General meeting.
KEY MANAGERIAL PERSONNEL
Mr. Chandan Chetnani was appointed as the Company Secretary of the Company at the Board Meeting held on 28th May, 2024.
MEETINGS OF THE BOARD OF DIRECTORS
During the Year under the review the Board of Directors met 5 (Five) times, Details of the Meetings are as under:
|
SN
|
Date of Meeting
|
Board Strength
|
No. of Directors Present
|
|
1
|
28/05/2024
|
5
|
5
|
|
2
|
07/08/2024
|
5
|
5
|
|
3
|
28/10/2023
|
5
|
5
|
|
4
|
09/12/2024
|
5
|
5
|
|
5
|
12/02/2025
|
5
|
5
|
In respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.
PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS
|
Name of Director
|
Category of Directors
|
Attendance
|
| |
|
Board
|
Last AGM
|
|
Dr. Narendra Singh Tanwar
|
Managing Director
|
5
|
Yes
|
|
Dr. Pranav Rohitbhai Thaker
|
Whole-time director
|
5
|
Yes
|
|
Mr. Vimalkumar Natverlal Patel
|
Whole-time director
|
5
|
Yes
|
|
Mr. Hardik Vikrambhai Patel
|
Independent Director
|
5
|
Yes
|
|
Mrs. Abha Surana
|
Independent Director
|
5
|
Yes
|
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulations, 2015 and is not disqualified from continuing as Independent Directors.
The Independent Directors have also confirmed that they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs. Further Company has also received statements from all the Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also statement on compliance of code of conduct for Directors and Senior Management Personnel formulated by Company
SEPARATE MEETING OF INDEPENDENT DIRECTORS OF THE COMPANY
The Independent Directors met on 07th August 2024, without the attendance of Non¬ independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non¬ Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.
COMMITTEES OF BOARD OF DIRECTORS
As on 31st March, 2025, the Board has 2 (Two) committees as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 read with rules, made thereunder, with proper composition of its members which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework. The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.
Corporate Social Responsibility (CSR) Committee had been duly constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The Board, in its meeting held on 12th February, 2025, resolved to dissolve the CSR Committee with immediate effect due to non¬ applicability.
The Board has the following committees as under:
• Audit Committee;
• Nomination and Remuneration Committee;
I. AUDIT COMMITTEE
Constitution & Composition of Audit Committee:
The Board of Directors of your company has duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the SEBI (LODR), Regulations, 2015. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of SEBI (LODR), Regulations, 2015 and Section 177 of the Act and such other functions as may be specifically delegated to the Committee by the Board from time to time. The Board has accepted all recommendations made by the Audit Committee during the year.
During the financial year ended 31st March, 2025, Audit Committee meetings were held on the following dates:
(1) 28th May, 2024 (2) 07th August, 2024 (3) 28th October, 2024 and (4) 12th February, 2025 Attendance of Committee members during 2024-25 is as follows:
|
Name
|
Designation
|
Category
|
No. of Meetings held
|
| |
|
|
during the Period
|
|
Held
|
Attended
|
|
Mr. Hardik Vikrambhai Patel
|
Chairman
|
Non-Executive- Independent Director
|
4
|
4
|
|
Mrs. Abha Surana
|
Member
|
Non-Executive- Independent Director
|
4
|
4
|
|
Dr. Pranav Rohitbhai Thaker
|
Member
|
Whole-time director
|
4
|
4
|
II. Nomination and Remuneration Committee:
Constitution & Composition of Remuneration Committee:
The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of SEBI (LODR) Regulations, 2015 and Section 178 of the Act, besides other terms as may be referred by the Board of Directors. The Board has accepted all recommendations made by the Nomination and Remuneration Committee during the year.
During the financial year ended 31st March, 2025, Nomination and Remuneration Committee meeting was held on the 28th May, 2024.
Attendance of Committee members during 2024-25 is as follows:
|
Name
|
Designation
|
Category
|
No. of Meetings held during the Period
|
|
Held
|
Attended
|
|
Mr. Hardik Vikrambhai Patel
|
Chairman
|
Non-Executive- Independent Director
|
1
|
1
|
|
Mrs. Abha Surana
|
Member
|
Non-Executive- Independent Director
|
1
|
1
|
|
Mr. Vimalkumar Natverlal Patel
|
Member
|
Whole-time Director
|
1
|
1
|
The Policy of nomination and Remuneration committee has been placed on the website of the Company. There has been no change in the policy since last financial year.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, the Company is required to spend a certain percentage of its average net profits of the preceding three financial years towards Corporate Social Responsibility activities. However, CSR provisions are not applicable to the Company for the financial year 2024-2025 as the company does not have a net worth of ^500 crore or more, a turnover of ^1000 crore or more, or a net profit of ^5 crore or more in the preceding financial year.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
In line with the best corporate governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is also available on the website of the Company at https://www.maitreyahospitals.com/.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal auditor of the company checks and verifies the internal control and monitors then in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) Company being an listed/unlisted company, the said para is applicable and complied accordingly / not applicable.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance.
NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARD (IND-AS) FOR YEAR 24¬ 25
As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th Feb,2015, companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f 1st April, 2017. Accordingly, our company, during the year 2024-25 under the review, is listed on SME Platform of NSE Limited is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April, 2017.
EVALUATION OF BOARD, ITS COMMITTEE, AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act and SEBI Listing Regulations.
The Performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.
The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.
In a separate meeting of independent directors, the performance of non-independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution,_and inputs in meetings etc.
The Performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.
INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY
As on March 31, 2025 there were 3 (Three) subsidiaries of the Company out of 2 (Two) are wholly owned. Namely:
1. Maitreya Hospital Private Limited (Wholly Owned Subsidiary)
2. Maitreya Lifescience Private Limited (Wholly Owned Subsidiary)
3. Tulip Agility Private Limited
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiary in Form AOC- 1 forms part of this report as Annexure - A. The financial statements of all the above-mentioned subsidiaries have been considered in the annual audited consolidated financial results of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the website of the Company at https://www.maitrevahospitals.com/
There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").
CONSOLIDATED FINANCIAL STATEMENTS
Your directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Act and SEBI Listing Regulations and prepared in accordance with the Accounting Principles generally accepted in India including the Indian Accounting Standards specified under Section 133 of the Act.
In accordance with Section 129(3) of the Act, the audited consolidated financial statements are provided in this Annual Report.
DEPOSITS
During the year under review, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal and interest was outstanding as on the date of the balance sheet. As such no amount of deposit is unpaid or unclaimed at the end of the year. Hence there is no non-compliance with any of the provisions of chapter V of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Loans, Investment, guarantees and securities in respect of which provisions of Section 185 and 186 of the Companies Act, 2013 are applicable have been compiled by the company and provided in the notes to the standalone financial statements forming part of this annual report.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year 2024-25 were in the ordinary course of business and on arm's length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and amendments thereto and as per Company's policy on Related Party Transactions. All Related Party Transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions including material are provided in the Annexure-B (AOC-2) pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014. Your directors draw attention of the members to note to the financial statements which sets out related party disclosures.
In Pursuant to the amendment made by SEBI in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the new materiality policy has been adopted by the Board on Material Related Party Transactions which is available on the website of the Company at https://www.maitreyahospitals.com/.
However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company
The Company has not made any foreign exchange outgo towards traveling, marketing and import of Capital Goods.
STATUTORY AUDITOR & AUDITORS' REPORT
At the Annual General Meeting held on 14/09/2023, M/s. Saherwala & Co., Chartered Accountants (FRN No. 108969W) was appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2028. In terms of the first proviso to Section 139 of the Companies Act, 2013.
Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory.
COST AUDITORS
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Accordingly, such accounts and records are not made and maintained by the Company.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Jaisal Mohatta & Associates, Company Secretaries, (ACS - 35017 & COP - 16090) to conduct the Secretarial Audit of the Company for the year ended March 31, 2025 and is annexed to this Report as Annexure - C.
The Secretarial Auditor has made the following observations in their report:
Observation(s) by Secretarial Auditor:
1. There was an instance of delayed Submission of Standalone Balance Sheet pursuant provisions of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to Exchange for the Year ended on 31st March 2024.
Board's Reply:
1. The Board of Directors clarifies that the delay in submission of the Standalone Balance Sheet was purely unintentional and occurred while prioritising the timely dissemination of the financial results. The Company had promptly submitted the financial results in XBRL format within stipulated time; however, the PDF filing of the Standalone Balance Sheet was inadvertently skipped. Upon noticing the omission, the necessary filing was made without further delay. The Board has taken note of this and has advised the concerned team to put in place additional checks to ensure strict compliance with all regulatory timelines going forward.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s. Bhavesh Saraiya & Co. Chartered Accountants, (Firm Registration No. 117515W), Chartered Accountant was appointed as an Internal Auditor of the company for the financial year 2024-25 to enhance the financial controls and practices within the Company.
ANNUAL RETURN
The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is https://www.maitreyahospitals.com/.
PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:
Details Pertaining to Remuneration as Required under Section 197(12) Of the Companies Act, 2013 Read with Rule 5(1), 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-E.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC). During the year under review, no cases were received/ filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
RISK MANAGEMENT POLICY
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS. IF ANY
There were no significant and material orders passed by the Regulators /Courts that would impact the going concern status of the Company and its future operations.
SECRETARIAL STANDARDS
Pursuant to Section 118(10) of the Companies Act, 2013 the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
OTHER DISCLOSURE
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review
• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries
• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
• There was no instance of onetime settlement with any Bank or Financial Institution.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, details on Management Discussion and Analysis Report are annexed as "Annexure - D".
APPRECIATION AND ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation, your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company. The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.
For & on behalf of the Board of Directors
Date: 08/07/2025 Place: Surat
Dr. Narendra Singh Tanwar Chairman & Managing Director & CFO
DIN : 08459007
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