Your Directors are pleased to present the 4th Annual Report of the Company
along with audited accounts for the period ended 31stMarch, 2024.
FINANCIAL HIGHLIGHTS:
The financial results for the year ended 31st March 2024 are furnished
below.
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Particulars
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31-03-2024
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31-03-2023
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Amount are in
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Amount are in
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lakhs(Rs)
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lakhs(Rs)
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Income / Revenue
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4303.74
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3934.47
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Profit/(Loss) before Depreciation
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573.1
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601.2
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& Tax
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Depreciation
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130.39
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57.94
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profit before tax
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702.19
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659.14
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Income Tax for prior years
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165.31
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155.39
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Profit carried to surplus Account
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524.85
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493.24
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CHANGE IN SHARE CAPITAL
AUTHORISED SHARE CAPITAL
During the year under review the Company has increased its Authorised
Share Capital vide its resolution passed by the members of the Company
dated 26/12/2023 from Rs. 7,15,00,000/-(Rs. Seven Crores and Fifteen
Lakh ) divided into 71,50,000 (Seventy One Lakh and fifty Thousand )equity
shares of Rs. 10/- (Rupees Ten) each to Rs.14,00,00,000/- (Rupees
Fourteen Crores only ) divided into 1,40,00,000 (One Crore Forty Lakh
shares) Equity Shares offace value Rs. 10/- (Rs. Ten).
PAID-UP SHARE CAPITAL
The paid-up capital of the Company as on 31-03-2024 stood at Rs.9, 79,
50,000/- During the year under review.
a. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES:
The company has alloted 64,00,000 (Sixty four lakhs) equity shares of
Rs. 10/- each as bonus shares (hereinafter referred to as new shares) of
an aggregate nominal value of Rs. 6,40,00,000/- (Rupees Six crores
forty lakhs), on 05/05/2023 out of the Reserves and surplus account
and in the interest of all concerned issued during the year.
Further the company has issued and allotted 32,65,000 (Thirty Two
lakhs Sixty Five Thousand) equity shares of Rs. 10/- each as bonus
shares (hereinafter referred to as new shares) of an aggregate nominal
value of Rs.32, 65,00,000/- (Rupees Six crores forty lakhs), on
16/02/2024 out of the Reserves and surplus account and in the
interest of all concerned issued during the year.
d. RIGHTS ISSUE
During the year the company has issued 50000(Fifty thousand) equity
shares dated 08/07/2024 to the existing shareholders at a face value of
Rs. 10 each (Rupees Ten only) on Pari-Passu basis.
e. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the
employees.
PERFORMANCE AND STATE OF AFFAIRS
M/s Shanmuga Hospital Limited has been converted into Public Limited
Company from Private Limited Company under Companies Act, 2013 with
effect from 06/06/2024.
The Company’s turnover from Hospital services during the year was
Rs.4303.74 (lakhs) as against last year of Rs.3934.47 (lakhs) Income from
Hospital remains the main source of income to the Company.
RISK MANAGEMENT
The Board identifies and reviews the various elements of risk which the
Company has to face and laid out the procedure and measures for
mitigating those risks. The Elements of risk threatening the Company’s
existence are minimal. The Company does not face any risks other than
those that are prevalent in the industry. The Company has taken all
possible steps to overcome such risks.
AMOUNT TRANSFERRED TO RESERVES
During the year, the company has not transferred any amount to reserve
accounts. However, the free reserves of the company has been added with a
sum of Rs. 9,66,50,000/-.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE BOARD REPORT AND END OF THE FINANCIAL
YEAR
There have been no material changes or commitments affecting the
financial position of the Company that have occurred between the end of
the financial year of the Company to which the financial statements relate
and the date of the report.
CREDIT RATING
As your company has not availed any credit facility requiring credit rating.
Hence, no credit rating has been obtained.
PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
During the financial year 2023 - 24, no penalties have been imposed on the
company by any regulatory authorities.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
There was no qualification, reservation or adverse remark or disclaimer
made by Auditor in their report as annexed part of the Annual Report.
DIVIDEND
Directors do not propose and recommend any dividend for the year.
DETAILS OF FRAUD REPORTED BY THE AUDITOR
There was no fraud identified to report by the Auditor under sub-section
(12) of section 143 other than those which are reportable to the Central
Government. Hence the Clause is not applicable to this Company.
BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW
The Board of Directors have met 12 times during the financial year period
and the details as follows:
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Sl. No
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Date
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Directors Present
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01/2023-24
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01/04/2023
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
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02/2023-24
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05/05/2023
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
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03/2023-24
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20/05/2023
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
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04/2023-24
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08/07/2023
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
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05/2023-24
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14/08/2023
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
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06/2023-24
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19/08/2023
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
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07/2023-24
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01/09/2023
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
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08/2023-24
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13/11/2023
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
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09/2023-24
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13/12/2023
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
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10/2023-24
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24/01/2024
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
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11/2023-24
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09/02/2024
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
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12/2023-24
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16/02/2024
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1. Panneerselvam Palaniappan
Shanmugam
2. Prabu Sankar Panneerselvam
3. Dr.Dhandapani Priyadharshini
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TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
The Company has not declared any dividend in the past and hence transfer
of unclaimed Dividend to Investor Education and Protection fund does not
arise.
ANNUAL RETURN:
The Annual Return of the company has been placed in its website i.e., on
https://shanmugahospital.com/.
The Company has been regularly filing the Annual return with the Ministry
of Corporate Affairs in form MGT7.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 134(5) of the Companies Act, 2013 and subject to
disclosures in the annual accounts the Board of Directors state that-
a) in the preparation of the annual accounts for the financial year
ended 31st March, 2024, 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 as at 31st March, 2024 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 the Companies Act 2013 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) the Company being unlisted, sub-clause (e) of Section 134(5) is 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.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
During the period under review the Company being a Private Limited Company the
provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7
of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not
applicable to the Company for the financial year 2023-2024.
However, The Company has formed the Audit Committee on 28/06/2024, due to its
conversion as a public limited company with effect from 06/06/2024.
Acquisition of Business Undertaking
Based on the approval obtained from the Shareholders at the EGM on
06/12/2023, The Company has acquired business undertaking on Slump
sale basis of M/s. Shanmuga Hospital (PAN: AAQFS2472J) a partnership
firm. The Company has paid a lump sum amount of ? 10,00,000 (Rupees Ten
Lakhs only) to the partners of the Firm in their existing profit-sharing ratio,
without assigning values to individual assets and liabilities of the firm.
DECLARATION BY INDEPENDENT DIRECTOR
During the period under review, the Company being a Private Limited
Company the Company was not required to appoint Independent Directors
under Section 149(4) and Rule 4 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. Hence no declaration has been
obtained for the Financial Year 2023-2024.
Due to the conversion of a private limited company into a public limited
company, as the requirement arises after the end of financial year ending
31.03.2024, The Company has received necessary declarations from all
Independent Directors of the Company in accordance with the provisions of
Section 149(7) of the Companies Act, 2013 confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013.
COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
PROVIDED UNDER SUB-SECTION (3) OF SECTION 178;
During the period under review the Company being a Private Limited
Company, was not required to constitute a Nomination and Remuneration
Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of
the Companies (Meetings of Board and its Powers) Rules, 2014 and
Stakeholders Relationship Committee under Section 178(5) of the
Companies Act, 2013.
However, the Board has constituted the Nomination and Remuneration
Committee and the Stakeholders Relationship Committee with effect from
28/06/2024 as per the Companies Act, 2013 read with SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 due to its
conversion as a public limited company with effect from 06/06/2024.
CORPORATE SOCIAL RESPONSIBILITY
In view of the amendments to Section 135 of the Companies Act, 2013,
notified by the Companies Amendment Act, 2020, where the CSR
expenditure required to be spent is less than Rs.50 Lakhs, During the
period under review the Company being a Private Limited Company the
Company is not required to constitute a CSR Committee and the duties and
functions of CSR committee shall be discharged by the Board of the
Company.
However, The Company has formed the CSR Committee on 28/06/2024,
due to its conversion as a public limited company with effect from
06/06/2024.
As a healthcare provider, fulfilling its social responsibilities alongside its
normal business activities, Shanmuga Hospital Limited through objectives of
CSR aims at bringing an impact in the communities wholesomely and
positively, which includes
a) Building awareness on health issues;
b) Improving access to basic healthcare facilities for economically weaker
sections of society and at times of disaster;
c) Develop and implement the education, healthcare, water and
sanitation, infrastructure development and elderly care projects for
sustainable socio-economic development of the rural areas
d) To identify and develop infrastructure facilities which caters the
growth of urban areas.
The Board of Directors has prescribed the contribution to be made under
CSR for the year ending 31.03.2024.
A sum of Rs. 10,50,000/-(Ten Lakhs Fifty Thousand Only) has been
transferred to Shanmuga Medical Research Foundation Trust
(Rs.8,50,000/-) and Salem Ex-Servicemen Welfare Trust (Rs. 2,00,000/-) for
this year.
The Annual Report on CSR activities is enclosed as Annexure-II and forms
part of this report.
THE DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF
THE ACT
The Company has neither invited nor accepted any deposit from the public
during the year under review. There was no unclaimed or unpaid deposit as
on March 31, 2024.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
There was no qualification, reservation or adverse remark or disclaimer
made by Auditor in their report as annexed part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186
During the year under review, the company has not given any loans,
guarantees or investments which cover under Section 186 of Companies
Act, 2013.
During the year under review, the company has made an investment of
Rs.49,000/- in equity investments, however the investment does not cover
under section 186 of Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES
The transaction entered with the related parties are at Arm’s length price,
for which the company has obtained the approval for transactions with the
related parties at the First Board Meeting of held during the reporting
period.
Particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188 in Form AOC -2 is furnished as Annexure-I.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information required under the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with rule 8(3) the Companies (Accounts) Rules,
2014 and forming part of the Report of the Directors
Conservation of Energy: Nil
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipment’s;
Your Company has nothing to report on particulars relating to Conversion of
Energy.
Technology Absorption :Nil
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product
development or import substitution;
(iii) in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
Your Company has nothing to report on particulars relating to technology
absorption and Research and Development.
Foreign Exchange Earnings & Outgo: Nil
Activities relating to exports, initiatives taken to increase exports,
development of new export markets for products and services and exports.
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Particulars
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31/03/2024
(Rs.)
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31/03/2023
(Rs.)
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Foreign Exchange
Earned
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Nil
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Nil
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Foreign Exchange Used
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Nil
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Nil
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COST AUDIT
Pursuant to the Companies (Cost Records and Audit) Rules 2014, as
amended and due to the fact that there was no manufacturing activity, cost
audit is not applicable to this company.
Maintenance of Cost Records:
The provisions pertaining to maintenance of cost records as specified by the
Central Government under sub section (1) of section 148 of the Companies
Act, 2013, is not applicable on the Company and company is not required to
maintain proper records and account of the same as required under the act.
Secretarial Standardof ICSI:
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are
adequate and operating effectively.
The details of difference between the amount of Valuation at the time
of One-Time Settlement and the Valuation done at the time of taking a
loan from the Banks or Financial Institutions along with the reasons
thereof:
During the year under review, the Company has not made any one-time
settlement with its Bankers from which it has accepted any term loan.
Proceedings under Insolvency and Bankruptcy Code 2016:
During the year under review, there was no application made and
proceeding initiated /pending under the Insolvency and Bankruptcy Code,
2016, by any Financial and/or Operational Creditors against your
Company.
As on the date of this report, there is no application or proceeding pending
against your company under the Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN FUTURE
During the year under review, there were no such significant and material
order passed by the regulators or courts or tribunals impacting the going
concern status and company’s operations in future.
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The company has adequate internal financial control which commensurate
the nature and size of the Company.
AUDITORS
M/s. P P N AND COMPANY, Chartered Accountants, (FRN: 013623S)
has been appointed as Statutory Auditors of the Company from the
conclusion of 03rd Annual General Meeting till the conclusion of the 08th
Annual General Meeting (Five years) of the company at a remuneration
as may be determined by the Board of directors of the company.”
In accordance with the Companies Amendment Act, 2017, enforced on
7th May, 2018 by the Ministry of Corporate Affairs, the appointment of
Statutory Auditors is not required to be ratified at every Annual General
Meeting.
The Report given by the Auditors on the financial statement of the
Company is part of this Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their
Report.
NUMBER OF COMPLAINTS RELATING TO SEXUAL HARASSMENT IN THE LAST
FINANCIAL YEAR AND PENDING, AS ON THE END OF THE FINANCIAL YEAR:
The Company has in place a Prevention of Sexual Harassment Policy in line
with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints
Committee has been set up to redress Complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. During the year 2023-24, no complaints were
received by the Company related to Sexual Harassment.
THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR
1. CS VEERA PRATAP REDDY GANDLURU, who is a member of the
Institute of Company Secretaries of India bearing membership
number A58868 who were appointed as the Company Secretary of the
company, during the period under review with effect from 01/01/2024.
2. Mr. KARTHICK, (PAN: FBBPK7086P) has been appointed as Chief
Financial Officer (“CFO”) of the Company with effect from 01/01/2024
to perform such duties as specified under the Act.
3. Dr. DHANDAPANI PRIYADHARSHINI (DIN: 10469316), has been
appointed as a Director (Non- executive) of the company on
16/02/2024.
4. Dr. PANNEERSELVAM PRABU SANKAR (DIN: 08772888 ) has been
appointed as Chief Executive Officer (“CEO”) of the Company on
16/02/2024 and he shall also continue to remain an Executive
Director of the Company.
5. Dr. PALANIAPPAN SHANMUGAM PANNEERSELVAM (DIN: 08772887)
has been re-designated to the Managing Director of the Company with
the approval of shareholders on 16/02/2024.
STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL
YEAR 2023 - 24
No Independent Directors were appointed during the financial year 2023-24.
PARTICULARS OF EMPLOYEES
The relationship with the Employees continued to be peaceful and
harmonious.
None of the Employees of the Company were IN RECEIPT OF
REMUNERATION EXCEEDING LIMIT AS STATED IN RULE 5(2) OF THE
COMPANIES (APPOINTMENT and Remuneration of Managerial Personnel)
Rules, 2014.
THE CHANGE IN THE NATURE OF BUSINESS
During the year under review, there is no change in the nature of business
of the Company.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR
The Company does not have any subsidiary, joint venture and associate
companies during the period under review.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the continued co
operation received from the Doctors, Nurses, Pharmacists, and also
acknowledge the contribution made by the employees.
The Board also wishes to place on record its gratitude on common public
who has great goodwill on the hospital for several years.
For and on behalf of the Board
For SHANMUGA HOSPITAL LIMITED
Sd/- Sd/-
Dr. Panneerselvam Palaniappan Shanumugam Dr. Panneerselvam Prabu Sankar
Managing Director Director/CEO
DIN: 08772887 DIN: 08772888
Place : Salem
Date: 01/09/2024
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