Dear Members,
Your Directors are pleased to present the 35th Annual Report of the
Company and the Audited Financial Statements for the financial year ended March 31, 2024.
The PDF version of the Report is also available on the Company's website
(https://ilshospitals.com/shareholder-information/#Financials).
1. FINANCIAL RESULTS
|
Standalone |
| Particulars |
2023-24 |
2022-23 |
| Income |
|
|
| Revenue from Operations |
40,019.30 |
36,103.71 |
| Total Income |
40,548.44 |
36,673.07 |
| Total Expenditure Before Interest, Tax and Depreciation |
31,235.41 |
28,668.51 |
| Earnings Before Interest, Tax, Depreciation and Amortization |
9,313.03 |
8,004.56 |
| Less: Interest and Depreciation |
2,508.69 |
2,407.62 |
| Profit before Tax for the year |
6,804.34 |
5,596.94 |
| Less: Income Tax for the year |
2,027.44 |
1,696.18 |
| Profit for the year |
4,776.90 |
3,900.76 |
| Add: Other comprehensive Income |
1.60 |
13.41 |
| Net Profit/(Loss) for the year |
4,778.50 |
3,914.17 |
| Earnings per Share Basic and Diluted |
5.96 |
4.88 |
2. HIGHLIGHTS OF THE FINANCIAL YEAR 2023-24
The Company had completed a successful Initial Public Offering (IPO)
through a Book-Building Offer and the equity shares of the Company were listed on BSE
Limited and National Stock Exchange of India Limited on February 29, 2024. The equity
shares were issued at a price of Rs 186 per share (Rs 10 face value and a share
premium of Rs 176) totaling to Rs 52,514 lakh, which comprised an Offer for Sale of Rs
48,514 lakh by the existing Investor Shareholder (BanyanTree Growth Capital II LLC) and
the balance Rs 4,000 lakh by fresh issue of 21,50,537 Equity Shares by the Company.
The IPO was subscribed 8.52x and received more than 250,000
applications with strong interest in all categories viz. Anchor Book, QIB, HNI and Retail.
The Company allotted shares to 1,27,351 shareholders and this included marquee names like
Kotak Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Aditya Birla Insurance and many
others, thus evidencing their comfort with the business and corporate governance standards
of the Company.
JM Financial Limited acted as the Sole Book Running Lead Manager (BRLM)
to the IPO and Trilegal, Legal Counsel to the Company, J Sagar & Associates, Legal
Counsel to BRLM for the IPO. The Company had appointed Link Intime India Private Limited
as the Registrar to the Offer.
The Board expresses its sincere gratitude to the investors who reposed
their faith in the business of the Company and BanyanTree Growth Capital II LLC, who has
supported the Company since November 2014 and had funded the growth of the business in a
very nascent stage. As part of the IPO, BanyanTree has now fully exited the shareholding
of the Company. The Board also expresses its thanks to SEBI, ROC and Stock Exchanges (BSE
and NSE) for their expeditious approval of the DRHP, RHP and Prospectus for the Offer.
During the financial year 2023-24, the Company recorded revenue from
operations of H 40,019.30 lakh, a growth of 10.85% over the previous year's revenue
of H 36,103.71 lakh. The Company's EBITDA from operations stood at H 9,313.03
lakh against that of H 8,004.56 lakh in previous year i.e. a growth of 16.35%.
3. BUSINESS OF THE COMPANY
The Company is engaged in the Healthcare Services i.e running of
hospitals and providing medical services. We operate a chain of mid-sized full service
hospitals under the brand name of "ILS Hospitals" and provide integrated
healthcare services, with a focus on secondary and tertiary care. As of March 31, 2024, we
operate four multispecialty hospitals in Salt Lake, Agartala, Dum Dum and Howrah with a
total capacity of 561 beds.
The Company aims to expand its presence in the underserviced market of
Eastern India by setting up mid sized multi specialty hospitals in densely populated areas
and is already in the process of setting up a 150 bed hospital in Raipur in the state of
Chhatisgarh, which is expected to be commissioned in Fiscal 2025. In addition, another 140
bed hospital in Ranchi in the state of Jharkhand is also in the pipeline.
In addition, the Company is exploring various options viz. greenfield,
acquisitions to enhance its bed capacity to 1,000 beds in the next 3-4 years to establish
itself as a preferred healthcare provider in the eastern part of the country.
4. DIVIDEND
Based on the Company's Dividend Distribution Policy and the
Company's performance, the Board of Directors are pleased to declare total dividend
for the financial year 2023-24 of H 3.50 per equity share i.e. 35% of face value, in the
following manner:
| Particulars |
Dividend Per Share of Rs 10 each |
Date of declaration / recommendation of Dividend |
Cash outflow Rs ( in lakh) |
| 1st Interim Dividend |
Rs 1.00 |
January 05, 2024 |
799.04 |
| 2nd Interim Dividend |
Rs 1.00 |
March 19, 2024 |
820.55 |
| Final Dividend |
RS 1.50 |
May 21, 2024 (subject of Shareholder approval in the ensuing
Annual General Meeting) |
1,230.82 |
The dividend pay-out is in accordance with the Company's Dividend
Distribution Policy and the same is available on the Company's website at
https://ilshospitals.com/shareholder-information/#CorporatePolicies
As per the prevailing provisions of the Income Tax Act, 1961, the
dividend, if declared, will be taxable in the hands of the shareholders at the applicable
rates. For details, shareholders are requested to refer to the Notice of Annual General
Meeting.
5. TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve
Account during the financial year ended March 31, 2024, the entire sum of profit has been
transferred to surplus of Profit & Loss.
6. USE OF FUNDS FROM INITIAL PUBLIC OFFER
The funds received pursuant to the fresh issue of share in the IPO of H
4,000 lakh have been utilized for the objects stated in the Prospectus dated February 26,
2024 and Board Meeting held on October 14, 2023 after deduction of proportionate issue
expenses. There is no deviation of the Objects of the Offer and the funds have been fully
utilized.
This has resulted in the Company reducing its major part of the
outstanding borrowings from the banks and thus becoming net debt free.
7. LISTING OF SHARES
The equity shares of the Company are listed on BSE Limited and National
Stock Exchange of India Limited w.e.f. February 29, 2024, as per the following details:
| BSE Limited |
National Stock Exchange of India Limited |
| Phiroze Jeejeebhoy |
Exchange Plaza, Plot no. C/1, |
| Towers, Dalal Street |
G Block, Bandra-Kurla Complex, |
| Mumbai - 400 001 |
Bandra (E), Mumbai - 400 051 |
| Scrip Code: 544131 |
Scrip Symbol: GPTHEALTH |
The listing fees for the financial year 2023-24 have been paid.
8. CHANGE IN SHARE CAPITAL
There was no change in the authorized share capital of the Company
during the year under review. The Present Authorized Share Capital of the Company is Rs
125,00,00,000 (Rupees One Hundred Twenty Five Crores only) divided into 12,50,00,000
Equity Shares of Rs 10 each.
After the IPO, the issued, subscribed and paid-up capital of the
Company has increased from Rs 79,90,42,860 (Rupees Seventy Nine Crores Ninety Lakh Forty
Two Thousand Eight Hundred Sixty only) divided into 7,99,04,286 equity shares of Rs 10
each to Rs 82,05,48,230 (Rupees Eighty Two Crores Five Lakh Forty Eight Thousand Two
Hundred Thirty only) divided into 8,20,54,823 Equity Shares of Rs 10 each.
9. CREDIT RATING
The long term and short term credit facilities are rated by CRISIL and
the present rating of the Company is CRISIL A-/Stable (Reaffirmed) - Long Term Rating and
CRISIL A2+ (Reaffirmed)-Short Term Rating reaffirmed on November 28, 2023.
10. FINANCIAL STATEMENT
Since the Company has no subsidiary or associate, the Company is not
required to prepare consolidated financial statement.
The Annual Report of the Company, containing therein its standalone
financial statement along with audit report is available for inspection by the Members at
the Registered Office of the Company during working hours on working days, Shareholders
interested in obtaining a copy of the audited financial statement may write to the Company
Secretary at the registered email id of the Company.
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate
Companies.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2024, the applicable accounting standards read with requirements set out under
Schedule III to the Act, had been followed and there are no material departures from the
same;
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 March 31, 2024 and
of the profit of the Company for the year ended on that date;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the 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;
e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
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.
13. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out under the
provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"). In terms of Regulation 34 of the
Listing Regulations, a Report on Corporate Governance along with a Certificate issued by
Practicing Company Secretary, confirming compliance with the requirements of Corporate
Governance, forms a part of the Annual Report. In order to adhere to the highest corporate
governance standards, the Audit Committee and Nomination and Remuneration Committee was
duly reconstituted w.e.f September 27, 2023 comprising 100% independent directors
compliant with recommendations of the Kumar Mangalam Birla and Kotak Committee for good
corporate governance.
14. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report, capturing your
Company's performance, industry trends and other material changes with respect to
your Company is presented in a separate section forming part of the Annual Report. The
Report provides a consolidated perspective of economic, social and environmental aspects
material to our strategy and ability to create and sustain value to our key stakeholders
and includes aspects of reporting as required by Regulation 34(2)(e) read with Schedule V
of the Listing Regulations
15. BUSINESS RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the
risk assessment and minimization procedures. The Company's management systems,
organizational structures, processes, standards, code of conduct, Internal Control and
Internal audit methodologies and processes that governs as to how the Company conducts its
business and manages associated risks. The Company also has in place a Risk Management
Policy to identify and assess the key risk areas. The Member of Audit Committee monitors
and reviews the implementation of various aspects of the Risk Management Policy. Major
risks identified by the Company are systematically addressed through mitigating actions on
a continuous basis. The Company has also adopted Risk Assessment, Minimization and Control
Procedures. At present no particular risk whose adverse impact may threaten the existence
of the Company is visualized.
The Risk Management Policy of the Company may be accessed at
https://ilshospitals.com/wp-content/ uploads/2023/12/ghl-risk_management_policy.pdf
16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is also available on
Company's website at the link https://ilshospitals.com/
share-holder-information/#CorporatePolicies. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the
Company and Related Parties. This Policy specifically deals with the review and approval
of Material Related Party Transactions keeping in mind the potential or actual conflicts
of interest that may arise because of entering into these transactions. All Related Party
Transactions are placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for Related Party Transactions which are of repetitive nature and /
or entered in the Ordinary Course of Business and are at Arm's Length basis. A
statement of all related party transactions is presented before the Audit Committee on a
quarterly basis, specifying the nature, value, and terms and conditions of the
transactions and also filed with the Stock Exchanges bi-annually.
All the contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in its ordinary course of business and
on an arm's length basis.
During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on Materiality of Related Party Transactions and
on dealing with Related Party Transactions. Since there are no material Related Party
Transactions and also all the transactions with related parties are at arm's length
and are in the ordinary course of business, no transactions are required to be reported in
Form AOC – 2.
The Company has made full disclosure of transactions with the related
parties as set out in Note of Standalone Financial Statement, forming part of the Annual
Report. There were no materially significant related party transactions which could have
potential conflict with interest of the Company at large.
17. NUMBER OF MEETINGS OF THE BOARD
During the year 8 (Eight) Board Meetings were convened and held, the
details of which are given in the Corporate Governance Report forming part of the Annual
Report.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee of the Board has
formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company, which has been approved
by the Board. The CSR Policy may be accessed on the Company's website at the link:
https://ilshospitals.com/ share-holder-information/#CorporatePolicies
In terms of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility) Rules, 2014 as amended ("CSR Rules") and in
accordance with the CSR Policy, during the financial year 2023-24, the Company has spent
above two percent of the average net profits of the Company during the three immediately
preceding financial years. The details are provided in the Annual Report on CSR
activities.
Annual report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-I
and forms integral part of this Report.
19. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed. Internal Audit is
carried out in accordance with auditing standards to review design and effectiveness of
internal control system & procedures to manage risks, operation of monitoring control,
compliance with relevant policies & procedure and recommend improvement in processes
and procedure and the report is placed in the Audit Committee.
The financial statements of the Company have been prepared in
accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian
Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133
of Companies Act, 2013, (the ‘Act') and other relevant provisions of the Act.
The Company maintains all its records in ERP system (SAP) and the audit trail have been
enabled through the year as well in the ERP system.
The Audit Committee of the Board of Directors regularly reviews
execution of Audit Plan, the adequacy & effectiveness of internal audit systems, and
monitors implementation of internal audit recommendations including those relating to
strengthening of company's risk management policies & systems.
20. CEO & CFO CERTIFICATION
Pursuant to Regulation 17(8) read with Schedule II Part B of the
Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial
Officer of the Company addressed to the Board of Directors, inter alia, confirming the
correctness of the financial statements and cash flow statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee, is provided elsewhere in
this Annual Report.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) In accordance with the provisions of the Act and the Articles of
Association of the Company, Dr. Aruna Tantia, Non-Executive Non- Independent Director of
the Company, retires by rotation at the ensuing Annual General Meeting and being eligible
offers herself for re-appointment. The Board recommends her re-appointment.
(ii) Mr. Dwarika Prasad Tantia, Executive Chairman, Dr. Om Tantia,
Managing Director, Mr. Anurag Tantia, Executive Director, Mrs. Kriti Tantia, Chief
Financial Officer and Mr. Ankur Sharma, Company Secretary and Compliance Officer are the
Key Managerial Personnel of the Company in accordance with the provisions of Sections
2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory modification(s) or
reenactment(s) thereof for the time being in force).
22. CHANGES IN THE BOARD DURING THE YEAR
The following changes took place in Board of directors during the
financial year 2023-24 due to the reason as stated herein under, there is no other
material reasons other than those provided:
| Name |
Date of Change |
Reason for Change |
| Saurabh Agarwal |
May 8, 2023 |
Resignation owing to personal reasons |
| Bal Kishan Choudhury |
May 8, 2023 |
Resignation owing to personal reasons |
| Kashi Prasad Khandelwal |
May 8, 2023 |
Resignation owing to personal reasons |
| Kashi Prasad Khandelwal |
September 27, 2023 |
Appointment as Additional Director - Independent |
| Deepak Pramanik |
September 27, 2023 |
Appointment as Additional Director - Independent |
| Amrendra Prasad Verma |
September 27, 2023 |
Appointment as Additional Director - Independent |
| Kashi Prasad Khandelwal |
October 3, 2023 |
Change in designation to Independent Director |
| Deepak Pramanik |
October 3, 2023 |
Change in designation to Independent Director |
| Amrendra Prasad Verma |
October 3, 2023 |
Change in designation to Independent Director |
The Board expresses its sincere gratitude and thanks to Mr. Saurabh
Agarwal and Mr. Bal Kishan Choudhury for the services rendered as an Independent Director.
23. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence and that
they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective of independent judgment and without any external influence, pursuant to
Regulation 25 of the Listing Regulations. None of the Directors have been subjected to any
disqualification under the Act.
All the Independent Directors of your Company have been registered and
are members of Independent Directors Databank maintained by Indian Institute of Corporate
Affairs. Out of five Independent Directors of the Company, two Independent Directors have
passed the Online Proficiency Self Assessment Test conducted by Indian Institute of
Corporate Affair (IICA). Two Independent Directors were exempted by Indian Institute of
Corporate Affair (IICA) from appearing Online Proficiency Self-Assessment Test, as they
have fulfilled the conditions for seeking exemption from appearing for the Online
Proficiency Self-Assessment Test. One Director has to undergo Online Proficiency Self
Assessment Test to be conducted by Indian Institute of Corporate Affair (IICA) within a
period of two years from the date of inclusion of his name in the data bank as required
under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
24. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors are fully kept informed of the Company's
business activities in all areas. A separate meeting of Independent Directors was held on
February 28, 2024, without the attendance of Non-Independent Directors and members of the
Management. The Independent Directors reviewed the performance of Non-Independent
Directors, the Board as a whole, and the performance of the Executive Chairman of the
Company, after considering the views of Executive Directors and Non Executive Directors.
They also assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties. Independent Directors expressed their satisfaction on the
working of the Company, Board deliberation and contribution of the Executive Chairman and
other Directors in the growth of the Company. All the Independent Directors were present
at the Meeting.
25. COMMITTEES OF BOARD OF DIRECTORS
In compliance with the requirements of Companies Act, 2013 and Listing
Regulations, your Board had constituted/ reconstituted various Board Committees to assist
in discharging its responsibilities. The Board has adopted charters setting forth the
roles and responsibilities of each of the Committees. The IPO Committee and Committee of
Independent Directors were dissolved by the board of directors at their meeting held on
March 19, 2024, after the successful completion of all matters related to the IPO. The
Board has constituted/reconstituted following Committees to deal with matters and monitor
activities falling within the respective terms of reference:
a. MANDATORY COMMITTEES
Audit Committee
Nomination and Remuneration Committee
Stakeholder's Relationship Committee
Corporate Social Responsibility Committee
b. NON-MANDATORY COMMITTEES
Executive Committee
Risk Management Committee
All related details as required under law are provided in the Corporate
Governance Report forming part of the Annual
Report. There has been no instance where the Board has not accepted the
recommendations of its Committees.
26. ANNUAL EVALUATION OF THE BOARD, ITS COMMIITTEES AND INDIVIDUAL
DIRECTORS
The Company has devised a Policy for performance evaluation of
Independent Directors, Board Committees, the Executive Chairman and other individual
Directors which includes criteria for performance evaluation of the non-executive
Directors and executive Directors. On the basis of Policy approved by the Board for
performance evaluation of Independent Directors, Board Committees and other individual
Directors, a process of evaluation was followed by the Board for its own performance and
that of its Committees and individual Directors. The Independent Directors, in their
separate meeting, evaluated the performance of Non- Independent Directors, the Board as a
whole, its Committees and that of the Chairperson of the Company, considering the views of
Executive Directors and Non-Executive Directors. Performance evaluation of independent
directors was done by the entire board, excluding the independent director being
evaluated.
The Independent Directors have expressed satisfaction at the robustness
of the evaluation process, the Board's freedom to express its views on matters
transacted at the Meetings and the openness and transparency with which the Management
discusses various subject matters specified on the agenda of meetings. Parameters and
process applied for carrying out the evaluation has been discussed in detail in the
Corporate Governance Report.
Ongoing familiarization program aims to provide insights into the
Company and the business environment to enable all the Independent Directors to be updated
of newer challenges, risks and opportunities relevant in the Company's context and to
lend perspective to the strategic direction of the Company.
The details of familiarization programmes imparted to Independent
Directors at the Board Meeting held on March 19, 2024 alongwith, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company and related matters and the details are available on the
website of the Companyandcanbeaccessedatthelink:https://ilshospitals.
com/share-holder-information/#CorporatePolicies
27. NOMINATION AND REMUNERATION POLICY
The Company has a Board approved Remuneration Policy on appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel,
containing criteria for determining qualifications, positive attributes and independence
of a director.
Proviso to Section 178 (4) of the Companies Act, 2013 requires the
Company to place its Remuneration policy on its website and disclose the salient features
of such policy and changes therein, if any, along with the web address of the policy in
the Board's report. Accordingly, the Remuneration Policy of the Company has been made
available on the Company's website at the link https://ilshospitals.com/
share-holder-information/#CorporatePolicies
The Remuneration Policy of the Company is appended as Annexure-II
to this Report.
28. PARTICULARS OF MANGERIAL REMUNERATION
The statement required under Section 197 (12) read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given
in Annexure-III forming part of this Report.
29. PARTICULARS OF EMPLOYEES
The statement in respect of employees, as required under 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 is given in Annexure-III forming
part of this Report. In terms of the second proviso to Section 136(1) of the Act, the
Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure.
Any Member interested in obtaining a copy of the said statement may write to the Company
Secretary and Compliance Officer of the Company at ghl.cosec@gptgroup.co.in.
None of the employees were receiving remuneration during the year in
excess of that drawn by the Executive Chairman, Managing Director or Whole time Director/
Executive Director and holding by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the Company. Also, no employee other
than Executive Chairman, Managing Director or Whole Time Director/ Executive Director have
been paid remuneration of more than H 1.02 crores per annum pursuant to 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.
30. HUMAN RESOURCES
Your Company treats its Human Resources as one of its most important
assets, given the service nature of the industry. Your Company continuously invests in
attraction, retention and development of talent on an ongoing basis. Your Company believes
in the promotion of talent internally through job rotation and job enlargement.
31. AUDITORS AND AUDITORS' REPORT
a. Statutory Auditor (s)
Singhi & Co., Chartered Accountants, were re-appointed at the 31st
Annual General Meeting of the Company held on August 28, 2020 for their second term for
period of 4 years from the conclusion of the 31st Annual General Meeting of the company
till the conclusion of 35th Annual General Meeting of the Company to conduct the audit of
accounts of the Company from Financial year 2020-21 till the financial year 2023-24.
Singhi & Co will retire by virtue of Section 139(2) of the
Companies Act, 2013, from conclusion of this 35th Annual General Meeting of the Company.
The Board of Directors places on record its appreciation for the services rendered by
Singhi & Co, Chartered Accountants as the Statutory Auditors of the Company.
The Board of Directors, have on the recommendation of the Audit
Committee and subject to the approval of the shareholders at the ensuing 35th Annual
General Meeting recommended the appointment of S R Batliboi & Co LLP, Chartered
Accountants (Firm Registration No. 301003E/ E300005) as Statutory Auditors of the Company
in place of Singhi & Co, Chartered Accountants (Firm Registration No. 302049E), the
retiring Statutory Auditors, to hold office for a period of 5 (five) consecutive years
from the conclusion of ensuing 35th Annual General Meeting till the conclusion of 40th
Annual General Meeting of your Company to conduct the audit of accounts of the Company
from financial year 2024-25 till the financial year 2028-29. Accordingly, a resolution
proposing the appointment of S R Batliboi & Co LLP as statutory auditors of the
Company for a period of five consecutive years pursuant to Section 139 of the Companies
Act, 2013, forms part of the Notice calling 35th Annual General Meeting of the Company.
The Company has received written consent(s) and certificate(s) of eligibility in
accordance with Sections 139, 141 and other applicable provisions of the Companies Act,
2013 and Rules issued thereunder (including any statutory modification(s) or
re-enactment(s) for the time being in force), from S R Batliboi & Co LLP, Further,
they have confirmed that they hold a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India (ICAI) as required under the Listing
Regulations.
The Statutory Auditors' Report for financial year 2023-2024 on the
financial statements forms part of this Annual Report. Your Company has a policy to
maintain an unqualified audit report and therefore, the Auditors' Report does not
contain any qualification, reservation or adverse remark or disclaimer. The Notes on
financial statement referred to in the Auditors' Report are self-explanatory and do
not call for any further comments.
b. Cost Auditors
In terms of the provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit), Rules, 2014 the Company is required to
get its cost record audited by a cost accountants in whole time practice. In this regard
the Board of Directors has re-appointed S.K. Sahu & Associates, Cost Accountants,
(Membership No.28234) as the Cost Auditor of your Company to conduct the audit of cost
records for the financial year 2024-25.
In terms of the provisions of Section 148(3) of the Companies Act, 2013
read with Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the
remuneration as recommended by the Board shall be ratified by the Members. Accordingly,
requisite resolution seeking ratification of remuneration payable to the Cost Auditors for
the Financial Year 2024-25 is forming part of the notice convening the ensuing Annual
General Meeting.
Your Company has received consent from S.K. Sahu & Associates, Cost
Accountants, to act as the Cost Auditor for conducting audit of the cost records for the
financial year 2024-25 along with a certificate confirming their independence and
arm's length relationship. The Company is maintaining the cost records as specified
by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
c. Secretarial Auditor and Secretarial Compliance Report
Section 204 of the Companies Act, 2013 inter-alia requires every listed
company to annex with its Board's report, a Secretarial Audit Report given by a
Company Secretary in practice, in the prescribed form. Regulation 24A of the Listing
Regulations also prescribes similar requirements.
The Board of your Company had appointed Mr. Ashok Kumar Daga,
Practicing Company Secretary (Certificate of Practice Number 2948), as Secretarial Auditor
to conduct Secretarial Audit of the Company for the Financial Year 2023-24 and his report
for the year 2023-24 in prescribed Form MR-3 is appended hereto as Annexure-IV to
this Report. There are no qualifications, reservations or adverse remarks made by the
Secretarial Auditor in his report.
Pursuant to SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08,
2019, Secretarial Compliance Report for the financial year 2023-24 issued by Mr. Ashok
Kumar Daga, Practicing Company Secretary is annexed herewith and marked as Annexure-V
to this report. The Secretarial Compliance Report does not contain any qualifications,
reservation or adverse remarks.
Your Company has also received consent from Mr. Ashok Kumar Daga,
Practicing Company Secretary, to act as the
SecretarialAuditoraswellasAnnualSecretarialCompliance Auditor of the Company for the
financial year 2024-25 and accordingly the Board of Directors had re-appointed Mr. Ashok
Kumar Daga, Practicing Company Secretary having Membership No. FCS 2699 and CP No.2948 as
Secretarial Auditor as well as Annual Secretarial Compliance Auditor of the Company for
the financial year 2024-25.
d. Internal Auditors
The Board has re-appointed Sumit Binani & Associates, Chartered
Accountants, as Internal Auditors for its unit ILS Hospitals, Dumdum and for ILS
Hospitals, Salt Lake and re-appointed ARVS & Associates, Chartered Accountants, as
Internal Auditors for its unit ILS Hospitals, Agartala, for ILS Hospitals, Howrah and Head
office of the Company as required vide section 138 of the Companies Act, 2013, for the
financial year 2024-25, as per the scope, functioning, periodicity and methodology for
conducting the internal audit of the Company at a remuneration as per the engagement
letters.
None of the Auditors of the Company have reported any fraud as
specified under the second proviso of Section 143 (12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force), therefore no detail is required to be disclosed under Section 134 (3)(ca) of the
Act.
32. DISCLOSURES
a. Whistle Blower Policy/ Vigil Mechanism
The Company promotes ethical behaviour in all its business activities
and has put in place a mechanism for reporting illegal or unethical behavior. The Vigil
Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing
Regulations. Protected disclosures can be made by a whistle blower through an e-mail, or a
letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle
blower may be accessed on the Company's website at the link:
https://ilshospitals.com/ share-holder-information/#CorporatePolicies
b. Particulars of Loans given, Investments made, Guarantees given and
Securities provided
The Company has disclosed the full particulars of the Loans given,
Investments made or Guarantees given or Securities provided as required under Section 186
of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 in Note 40 forming part of
standalone financial statement.
The aggregate of Loan given, Investment made or Guarantees given or
Security provided are within the limit as prescribed under Section 186 of the Companies
Act, 2013.
c. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-VI
hereto and forms a part of this Report.
d. Annual Return
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the annual return in Form MGT-7 is available on Companies website and can be accessed at
the link:https://ilshospitals.com/ share-holder-information/#AnnualReturn
e. Prevention of Sexual Harassment at Workplace
The Company has zero tolerance towards sexual harassment at the
workplace and to this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH
Policy) and the Rules thereunder. All employees (permanent, contractual, temporary,
trainees) are covered under the said Policy. The said policy can be accessed at the link:
https:// ilshospitals.com/share-holder-information/#CorporatePolicies
An Internal Complaints Committee has also been set up to redress
complaints received on sexual harassment.
During the year under review, there were no complaints pertaining to
sexual harassment has been received by the Company. The Company is committed to providing
a safe and conducive work environment to all its employees and associates.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
34. UNPAID/UNCLAIMED DIVIDEND
There are no unpaid or unclaimed dividends as on March 31, 2024, during
the current financial year 2023-24 no amount remained unclaimed and unpaid for a period of
seven years, is due for transfer to Investor's Education and Protection Fund.
35. OTHER DISCLOSURES
a. During the year under review, the Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).
b. The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board and General Meetings.
c. The Company does not have any scheme or provision of money for the
purchase of its own shares by employees/Directors or by trustees for the benefit of
employees/ Directors.
d. The Company has not issued equity shares with differential rights as
to dividend, voting or otherwise.
e. Since the Company does not have any subsidiary or associate company
as on date of this report, no remuneration or commission has been received from any of its
subsidiary/ associate company by the Managing Director or the Whole-time Directors of the
Company.
f. Other than stated elsewhere in this report, there are no material
changes and commitments affecting the financial position of the Company between the end of
the financial year and the date of this report.
g. There were no frauds reported by auditors under subsection (12) of
Section 143 other than those which are reportable to the Central Government.
h. During the year under review, there was no change in the nature of
business of the Company.
i. Since the Company is a listed Company, the company has complied with
necessary provisions to the extent applicable to the Company.
j. There was no revision in the financial statements.
k. Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
i) the 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.
ii) the 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.
36. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received fromthedoctors,banks,governmentauthorities,customers,
vendors, business associates and members during the year under review.
Your Directors wish to place on record their sincere appreciation for
the dedicated efforts and consistent contribution made by the entire team, especially
during the IPO to ensure that the Company continues to grow and excel.
(viii) Contribution to the Prime Minister's National Relief Fund
or Prime Minister's Citizen Assistance and Relief in Emergency Situations Fund (PM
CARES Fund) or any other fund set up by the Central Government for socio-economic
development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other
backward classes, minorities and women;
(ix) Contribution to incubators funded by Central Government or State
Government or any agency or Public Sector UndertakingofCentralGovernmentorStateGovernment,
and contributions to public funded Universities, Indian Institute of Technology (IITs),
National Laboratories and Autonomous Bodies (established under the auspices of Indian
Council of Agricultural Research (ICAR), Indian
Council of Medical Research (ICMR), Council of Scientific and
Industrial Research (CSIR), Department of Atomic Energy (DAE), Defence Research and
Development Organisation (DRDO), [Department of Biotechnology (DBT)], Department of
Science and Technology (DST), Ministry of Electronics and Information Technology) engaged
in conducting research in science, technology, engineering and medicine aimed at promoting
sustainable development Goals (SDGs);
(x) Rural development projects;
(xi) Slum area development;
(xii) Disaster management, including relief, rehabilitation and
reconstruction activities.
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