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Updated:14 Nov, 2019, 15:58 PM IST

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Updated:14 Nov, 2019, 16:01 PM IST

Disclosure in board of directors report explanatory

DIRECTORS’ REPORT

To the Members,

Your directors have pleasure in presenting the 14th Annual Report along with the audited financial statement on workings and affairs of the Company for the year ended March 31, 2014.

1. Financial Results:

For the financial year ended March 31, 2014, the Company has recorded revenue from operations at Rs. 1,462.81 million was higher by 11.88% over last year (Rs. 1,307.51 million in 2012–2013). The earnings before interest, tax, depreciation and amortisation (EBITDA) was at Rs. 749.42 million as compared to Rs. 812.42 million in the previous year. The profit after tax (PAT) was at Rs. 457.67 million as compared to Rs. 565.54 million in the previous year.

2. Company’s Performance and Future Outlook:

Thyrocare today stands as a pioneer and leader in most of the diagnostic segments it operates. Not many imagined that a lab that did not look impressive, did not have any automation in 1996, did not do anything beyond Thyroid, did not do any technology other than Radioimmunoassays, would become industry leader in 2014. It is our single laboratory model for a Billion population, an adamant, undiluted single location philosophy proved its capability to control single handedly the cost of Thyroid in this country. Though today we have 1000 plus analysers standing in the country, competing with us in speed and rates, it is our quality, our brand, our name that brings specimen to one more machine in our floor and that says, brands are ruling and will continue to rule. Competition, no doubt has brought down our growth but our profitability give room for us to become more aggressive. It is more business, more competition, more decibels and of course, more motivating.

There will be an equilibrium well set between quality, reliability and reproducibility or peace of mind that branded national laboratories can offer, would get an additional growth for branded players consistently compared to market CAGR, although cost and speed may not be in their favor. Thyrocare has comforts to match both quality of national brand and cost of local unbranded so that in long run common man would continue get equally good solutions like rich man.

World’s largest preventive care laboratory and World’s largest Thyroid testing laboratory deserves World’s largest track automation. It is certainly a driver for our confidence and that of our clients confidence in handling 100,000 specimen a night. It now occupies floor and improves our Turnaround time and enhances employee comforts. Introduction of Aarogyam profiles or introducing 6 part differentials of Sysmex in the floor or adding to the arsenal Molecular spectroscopy (ICP MS, LC MSMS) have differentiated us from conventional pathology laboratory. Our initiative in making vitamin profiles, Steroid profiles, Toxic element profiles and nutrient element profiles promise our growth curve enjoying their benefits for entire decade to come.

We are in more than a dozen countries now and are moving towards becoming largest preventive care laboratory in Bahrain which caters to 10 countries and Bangladesh. The floor is already performing and market is yet to be conquered. For the first two years of road, we are doing fairly well to take on the market in long run. It is biochemistry that 50,000 labs in India can do that we also do. But it is immunochemistry that only 5000 laboratories in India can do, in which we are already largest in the country and world, this includes Thyroid testing too. Our current focus is Analytical chemistry which ICPMS and LCMS are steering ahead and soon we would be in Nuclear Chemistry that would give edge to stand as a support when we reach the league of top 10 in the world in market capitalization

It is this young (mean age of 24), energetic, dynamic and most motivated manpower that would differentiate us from other players and it is important for us to mention that we had same mean age in 1995, 2000, 2005, 2010 and now in 2015. Company intends to double its manpower every year for next 5 years and that could make us to handle this Billion population with relative ease while we manage another billion outside india parallel.

3. Dividend:

To conserve the resources of the Company, your Directors do not recommend any dividend for the financial year 2013–14.

4. Transfer to Reserves:

The entire amount available for appropriation is proposed to be retained in the Profit and Loss account.

5. Share Capital:

The paid–up Equity Share Capital of the Company on March 31, 2014, was Rs. 10.92 Crore. There was no change in the Authorised or the Paid–up Capital/Subscribed Capital during FY 2013–14. However, the Authorised Share capital of the company has been increased to Rs. 15 Crore with the approval of member at the Extra–ordinary General Meeting of the Company held on May 07, 2014.

6. Directors Responsibility Statement :

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the directors hereby confirm that:

i) In the preparation of the Annual Accounts for the year 2013–14, the applicable Accounting Standards have been followed and there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 for the year under review;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

7. Directors:

In accordance with provisions of Section 152 of the Companies Act, 2013, Mrs. Sumathi Velumani, Director of the Company, retires by rotation at forthcoming Annual General Meeting and, being eligible offer themselves for re–appointment.

The Members of the Company at Extraordinary General Meeting held on May 07, 2014 approved the re–appointments of Dr. A. Velumani as Managing Director and Mr. A. Sundararaju as Executive Director for a period of three years upto March 31, 2017.

8. Deposits :

The Company has not accepted any deposit from the public hence the provision of Section 73 of the Companies Act, 2013, and Rules framed there under are not applicable to the Company.

9. Auditors :

M/s B S R and Co, Chartered Accountants were appointed as statutory auditor of the company in the Annual General Meeting of Financial Year 2010–11. As per the provisions of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, statutory auditor of the company have to be appointed for a period of five years, subject to ratification by members in every Annual General Meeting by passing a ordinary resolution.

The Statutory Auditors, B S R and Co hold office up to the conclusion of the forthcoming Annual General Meeting. As recommended by the Audit Committee, the Board has proposed the appointment of B S R and Co. as statutory auditors. The appointment of the auditors is proposed to the Members for a period of two years commencing from the current AGM till the conclusion of Annual General Meeting to be held for Financial Year 2015–16. As required under the provisions of Section 139 of the Companies Act, 2013 the company has obtained written confirmation from B S R and Co. that their re–appointment, if made, would be in conformity with the limits specified in the said section. You are requested to consider their re–appointment.

10. Personnel:

During the year, there were no employees who were in receipt of remuneration in excess of limits specified u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

11. Statutory Disclosures:

The particulars as prescribed under sub–section 1(e) of Section 217 of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out herein below:

Conservation of Energy:

As the Company does not carry any manufacturing activities in financial year 2013–14, there is not much scope for the conservation of energy. The operations of the company involve low energy consumption. Adequate measures have, however been taken or planned for the conservation of Energy.

Foreign Exchange Earnings and Outgo:

Foreign exchange earnings and outgo during the year under review were as follows:

(Amount in Rs millions)

Foreign Earnings

31–Mar–14

31–Mar–13

Export Sales

5.23

0.00

Testing & Processing Charges

7.8

0.00

Technical Assistance/Trade Mark Assignment Fees

2.52

0.00

Foreign Outgo

31–Mar–14

31–Mar–13

Accreditation fees

0.36

2.41

12. Acknowledgement:

Your Directors wish to place on record their appreciation to the shareholders for the confidence reposed in the Board of Directors, and to the employees at all levels for their commitment and contribution, but for which your Company’s achievement would not have been possible. Your Directors also wish to thank the Company’s customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

For and on behalf of the Board

Dr. A Velumani

Chairman

Navi Mumbai, July 29, 2014

Disclosure relating to amounts transferred to reserves

The entire amount available for appropriation is proposed to be retained in the Profit and Loss account.

Disclosures relating to dividends

To conserve the resources of the Company, your Directors do not recommend any dividend for the financial year 2013–14.

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