Chairmans Message Dear Shareowners,
I
t gives me great privilege to inform you that your Company has successfully completed and commissioned the North Guwahati project, better known as GNRC Medical. The hospital started its commercial operations from 1st January, 2014. So far, it has
received overwhelming response in the first six months of its operations and is presently receiving upto 200 outdoor patients every day. The availability of all l a te s t e q u i p m e n t s , s e r v i ce s a n d experienced doctors make it one of the premier hospitals in the entire North East region. Infrastructure wise, the hospital is currently equipped with a serving bed capacity of 100 beds but it can accommodate another 300 beds. On the financial front, GNRC had a modest revenue growth of 11.2% during 2013-14. We have done credibly well by nearly doubling our profits from ` 3.95 Crores to ` 6.51 Crores. I take this opportunity to thank every GNRCian on this phenomenal achievement. I am proud to state that the commitment, hard work and zeal of every GNRCian was aptly recognized and rewarded by the World Bank Group (WBG) who, through its India Development Market Place (IDM) initiative, chose to grant $1,50,000 to your Company. It is indeed a very big support to our mission of making a meaningful impact in the lives of people by providing quality healthcare services at affordable prices.
29th ANNUAL REPORT, 2013-14
We aim at making GNRC a global name worldwide and with this aim in mind, your Company has decided to further diversify its operations in the next 5 years, by opening up Super Specialty Hospitals in countries like Myanmar, Bangladesh and the African continent, besides few in the Eastern part of India as well. The proposed hospitals would be offering healthcare facilities at affordable rates to patients and the expansion project is expected to be funded by the World Bank Group. In addition, GNRC Limited plans to soon launch an air-ambulance and medical outreach program using helicopters to provide healthcare to remote and inaccessible areas of the region. The unique service will regularly ferry doctors from GNRC to remote locations across the region, including Sikkim and providing doorstep medical support to the patients. I would like to place on record the enormous contribution made every day by our Doctors, nursing, administrative and other support staff across the network by putting their dedicated efforts to make a difference to every patient. In conclusion, I would like to say that this has been an immensely satisfying year. We have accomplished much as an organization and have set the stage for the next phase of growth.
Warm regards Dr. Nomal Chandra Borah Chairman cum Managing Director July 25th, 2014
29th ANNUAL REPORT, 2013-14
Subsidiary Company InformationGNRC Community Hospitals Limited 43 Directors' Report 45 Auditors' Report 49 Balance Sheet and Statement of Profit and Loss Account along with notes on Financial Statements Brahmaputra Hospitals Limited 56 Directors' Report 59 Auditors' Report 63 Balance Sheet and Statement of Profit and Loss Account along with notes on Financial Statements Annexure 71 Nomination Form 73 Attendance & Proxy Form
29th ANNUAL REPORT, 2013-14
Board of Directors
Dr. Nomal Chandra Borah Chairman cum Managing Director
Mr. Jatin Hazarika Executive Director
Mrs. Anupama Das Non-Executive Director
Mr. S. Thiruvadi Nominee Director (CVCFL)
Miss Priyanka Borah Whole Time Director
Dr. Jayanta Madhab Independent Director
Mr. Prasanta Bora Nominee Director (AIDC) (with effect from 31st May, 2014)
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Mr. Basab Roy Nominee Director (IDBI) (with effect from 10th Feb, 2014)
29th ANNUAL REPORT, 2013-14
Corporate Information GNRC Limited BOARD OF DIRECTORS
BANKERS
Dr. Nomal Chandra Borah Chairman cum Managing Director
Bank of India Canara Bank HDFC Bank Limited ICICI Bank Limited IDBI Bank Limited Punjab National Bank State Bank of India
Ms. Priyanka Borah Whole Time Director Dr. Jayanta Madhab Independent Director Mr. Jatin Hazarika Executive Director
REGISTERED OFFICE GNRC Complex, Dispur Guwahati-781006 Telephone : (0361) 2227700-04 Fax : (0361) 2227711 e-mail:info@gnrchospitals.com website: www.gnrchospitals.com
Mrs. Anupama Das Non-Executive Director Mr. Basab Roy Nominee of IDBI Bank Limited (with effect from 10th Feb, 2014) Mr. S. Thiruvadi Nominee of Canbank Venture Capital Fund Ltd Mr. Prasanta Bora Nominee of Assam Industrial Development Corporation Ltd (with effect from 31st May, 2014) Company Secretary Mr. Biswajit Das Mr. M.M. Navalakha Executive Director (Finance) AUDITORS Sanjoy K. Das & Co Chartered Accountants, Guwahati
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Senior Management Team Function
Name
Medical Director-Dispur & Sixmile
Dr. Jayanta Prasad Sarma
Medical Director-GNRC Medical, North Guwahati
Brig. (Dr.) Bolin Kr. Datta
Medical Superintendent-Dispur & Sixmile
Dr. Kuldip Kr. Saikia
Project Division
Mr. Sarbeswar Deka
Finance & Accounts
Mr. M.M. Navalakha Mr. Anshul Khemka
Legal & Secretarial
Mr. Biswajit Das Mr. Hrishikesh Dutta Baruah
Marketing
Mr. Arvind Bhatta
Supply Chain Management
Mr. Lalit Kaushal
Internal Audit
Mr. Arun Das
Human Resource Department
Ms. Rumi Sarmah
Operations & Administration
Mr. Rohit Upadhayay
Systems
Mr. Paresh Sarma
Customer Relationship Management
Mr. Gautam Rajkhowa
Public Relation
Mr. Mrinal Ali Hazarika
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Financial Highlights Particulars Revenue From Operation Total Income Earnings before Interest Taxes Depreciation and Amortization (EBIDTA) Depreciation Profit After Tax Dividend ( in % ) Dividend Payouts Equity Share Capital Reserve & Surplus Net Worth Gross Fixed Assets Net Fixed Assets Earning Per Share (in `) Turn Over Per Share (in `) EBIDTA MarginEBITDA/ Total Turn over (in %)
2013 14 9285.70 9344.05
2012 13 8350.57** 8464.4
2011 12 8811.04 8852.41
2010 11 7020.94 7031.33
2009 10 6165.56 6192.75
(`. in Lacs) 2008 09 2007 08 5311.23 5024.31 5370.50 5063.53
1563.36
1532.52
1563.28
1408.64
1160.54
796.59
1936.90 548.15 650.91 10% 149.62 1496.25 4544.95 6041.20 17573.97 12691.60 4.35 62.06
487.50 395.16 1496.25 4069.09 5565.34 10337.59 6003.38 2.76 55.78
496.80 403.88 1051.80 2118.38 3162.18 10243.97 6397.25 3.92 83.77
481.87 705.96* 12% 122.27 1018.90 1681.60 2646.78 8689.20 5337.98 6.92* 68.90
412.63 355.19 12% 122.27 1018.90 1117.73 2045.17 8447.45 5577.67 3.49 60.51
362.46 168.93 12% 122.27 1018.90 905.11 1794.80 8210.44 5753.29 1.65 52.13
303.98 113.93 1018.90 879.23 1454.19 6841.13 4746.45 1.62 71.58
20.72
18.47
17.31
22.23
22.75
21.61
15.73
* Note : The Profit after Tax & Earning Per Share for F Y 2010-11 has been calculated after taking into consideration the Current Tax & adding back of excess deferred tax provisions. **Note : The revenue for the FY 2012-13 does not include the revenue of Medishop Division as the said division has been hived off
Key Performance Indicators Profit After Tax (` in Lakhs)
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EBIDTA (` in Lakhs)
Reserve & Surplus (` in Lakhs)
Divisional Turnover to Total Turnover for the year 2013-14 (In %)
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NOTICE Notice is hereby given that the twenty-ninth Annual General Meeting of the Members of GNRC Limited will be held at GNRC Complex, Dispur, Guwahati 781006, on Wednesday, the 10th day of September, 2014, at 2 p.m to transact the following businesses: ORDINARY BUSINESS 1. To receive, consider and adopt the Company's Balance sheet as at 31st day of March, 2014 and the Profit & Loss Account for the year ended on that date along with the Directors' Report thereon and Auditors Report thereto. 2. To declare a dividend for the financial year ended 31st March, 2014 3. To appoint a Director in place of Mrs. Anupama Das who retires by rotation and being eligible, offers herself for reappointment as a Director. 4. To appoint Auditors and to fix their remuneration. In this connection, to consider and, if thought fit, to pass, with or without modification, the following resolution which will be proposed as an Ordinary Resolution: “RESOLVED that in place of M/s Sanjoy K. Das & Co, Chartered Accountants, the retiring Auditors, who have expressed their inability to continue, Messers B S R & Co. LLP, Chartered Accountants, Kolkata be and are hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, and in respect of whom the Company has received a written certificate as per Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014, on such remuneration as may be determined by the Board of Directors or a Committee thereof in consultation with the Auditors”. SPECIAL BUSINESS
5. Appointment of Mrs. Vijaya Rao as an Independent Director of the Company To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed thereunder, as amended from time to time, Mrs. Vijaya Rao , who has submitted a declaration that she meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company for a period of five years.” By order of the Board of Directors Sd/Biswajit Das Company Secretary 19.07.2014 Registered Office GNRC Complex, Dispur Supermarket Dispur, Guwahati 781006, Assam e-mail: cs.gnrc@gnrchospitals.com
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Notes: 1. A member entitled to attend and vote at the annual general meeting (the “Meeting�) is entitled to appoint a proxy to attend and vote on a poll instead of himself / herself and the proxy need not be a member of the company. The instrument appointing the proxy should, however, be deposited at the registered Office of the Company not less than Forty Eight hours before the commencement of the meeting. 2. Corporate members intending to send their authorized representative to attend the meeting are requested to send a certified copy of Board Resolution authorizing their representative to attend and vote on their behalf at the meeting.
3. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto. 4. Members are requested to bring their attendance slip along with their copy of annual report to the Meeting. 5. Share holders may now avail of nomination facility under Section 72 of the Companies Act, 2013. A proforma Nomination Form is enclosed herewith.
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Explanatory Statement (Pursuant to Section 102 of the Companies Act, 2013) Item No. 5 Mrs. Vijaya Rao is proposed to be appointed as the Independent Director of your Company. Section 149 of the Companies Act, 2013 inter alia stipulates the criteria of independence should a company propose to appoint an independent director on its Board. As per the said Section 149, an independent director can hold office for a term up to 5(five) consecutive years on the Board of the Company and he shall not be included in the total number of directors for retirement by rotation. The Company has received a declaration from Mrs. Vijaya Rao that she meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. In the opinion of the Board, Mrs. Vijaya Rao fulfills the conditions for her appointment as an Independent Director as specified in the Act. Mrs. Vijaya Rao is independent of the management. Keeping in view of her vast expertise and knowledge, it will be in the interest of the Company that Mrs. Vijaya Rao is appointed as an Independent Director. The Board commends the Ordinary Resolution set out at Item No, 5 of the Notice for approval by the shareholders. Profile of Mrs. Vijaya Rao She has done her BA, MSW (Masters in Social Work) and Industrial Hospital Management and has over twenty five years of experience in Applied Social Service, Social Planning, Community Health Care Management and Strategic Service Development, Direct step down care, Geriatric care including Training Experience. She has developed standards of quality care and outcome management for the Social Service sector. A frequent volunteer in Development programmes and Fund raising activities, she has piloted Case Management Services from acute hospital settings through community settings and implemented Nation-wide Case Management Services. She is also an active member on National workgroup's such as Elder care Master plan, Elder abuse and Workforce Redevelopment (WDA) and also possesses WHO project experience on Mental Health issues. By order of the Board of Directors Sd/Biswajit Das Company Secretary 19.07.2014 Registered Office GNRC Complex, Dispur Supermarket Dispur, Guwahati 781006, Assam e-mail: info@gnrchospitals.com
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Directors’ Report Dear Shareholders, th Your Directors have the pleasure in presenting the 29 Annual Report on the business and operations of the st Company together with the audited accounts for the financial year ended 31 March, 2014. Financial Performance The financial highlights of your company for the financial year 2013-14 are summarized below:
PARTICULARS Total Income Profit Before Interest, Taxes, Depreciation & Amortization (EBIDTA) Less: Depreciation Amortization Finance Cost Profit Before Taxation (PBT) Less: Taxation Profit After Tax (PAT) Add: Balance brought forward from previous year Profit available for appropriation Less: Proposed Dividend on Equity Shares Tax on Dividend Transferred to General Reserve Balance carried forward to next year
2013-14 9344.05 1936.9
2012-13 8464.39 1563.29
548.15 6.10 382.83 999.82 348.91 650.91 2263.74 2914.65 149.62 25.43 20.00 2719.60
487.50 14.04 389.66 672.09 276.93 395.16 1888.58 2283.74 ----20.00 2263.74
Operational facts and figures for the year under review Your Directors are happy to state that the overall performance of your Company during the year has been satisfactory. The turnover during the year stood at Rs. 93 crores as against Rs. 85 crores during the previous year. Profit has also shown a healthy growth of 64.8 % at Rs 2.56 crores over the corresponding year. The Company was able to manage sufficient cash accruals to complete the North Guwahati project well ahead of schedule. Your Company continued to remain market leader in health care providing industry in the entire North East region. The Company with the addition of North Guwahati Hospital now owns and operates three super specialty Hospitals having total bed capacity exceeding 500. GNRC Institute of Medical Science (a Unit of GNRC Ltd), North Guwahati Members would be glad to know that your Company has completed and successfully commissioned its most prestigious project at North Guwahati well ahead of schedule in December, 2013. Your Directors are happy to inform you that the response from the public has been overwhelming and the Company is confident to achieve break even at the North Guwahati unit by the end of this Financial year. The entire project has been completed with the financial support by way of equity and loan from Canbank Venture Capital Fund Ltd and Sate Bank of India respectively along with internal accruals. The project has costed around Rs. 75 crores which comes to Rs. 25 lakh per bed and the same is much below the industry average. Because of cost savings we have been able to provide much needed health services to the masses at most competitive rates. Multispeciality departmental services like Neuro Science, Cardiac Science, Radiology, Critical Care, Laboratory & Blood Bank, Rehabilitation
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29th ANNUAL REPORT, 2013-14
Unit and other pathological tests are offered almost at par or below Government hospital rates. The availability of all modern equipments and facilities make it one of the premiere Hospitals in the entire North East region. Though the Hospital at North Guwahati has 300 beds, we have at present taken permission for 100 beds (the license for 300 beds requires a lot of additional manpower in place). We will review the position after seeing public response and move the authority for enhancement of licensed bed capacity when we have complete utilization of the first 100 beds. The Hospital is equipped with state of the art diagnostic and treatment facilities like MRI, , CT Scan, Cathlab, Mammography, BMD etc. We are also recruiting liver and renal transplant surgeons in order to start transplant surgery in this part of the country. The Hospital has been designed as a green building project and all the necessary steps have been taken to make it environment friendly. Locally valuable materials like bamboo have being used for its heat insulation, sound proofing and adding aesthetics to the architecture. The Company executed various corporate tie-ups during the year, which has contributed to the increased flow of referral patients to its hospitals. Some of the organizations with which tie-ups has been done were New India Insurance, Raksha TPA, Family Health Plan, Reliance General Insurance, Oriental Insurance Company, Tata Motors, NHPC, Airport Authority of India etc. Notable Achievements during the year GNRC hospitals in association with Karl-Storz Endoscopy organized the first North-East Thoracoscopy Workshop with Medical Thoracoscopy & Video assisted Thoracic Surgery (VATS) hands-on Wet-Lab training for the surgeons of the North-East on March 22nd at GNRC Hospital, Dispur, Guwahati. Yet another milestone was achieved with the first successful Stealth Endoscopic Tenotomy procedure in the Eastern region. This is only the 10th instance of such procedure in the entire country. Another notable achievement during the year was the signing of the Memorandum of Understanding (MoU) with Singapore General Hospital. This strategic collaboration between the two premier healthcare groups is expected to benefit the people of Assam and North Eastern states to a great extent in terms of availing world class healthcare facilities without going out of the region. Corporate Social Responsibility (CSR) Your Company believes that the creation of a healthy relationship with the society at large is a key determinant in achieving inclusive growth. Corporate Social Responsibility has always been on the priority list of your Company. At GNRC, we strongly believe that we can make a difference by helping deliver our expertise in healthcare to those at the grassroots. Through our Corporate Social initiatives, we aim at bringing about a change to the lives of people as well as the communities and thereby achieving a balance in the economic, environmental and social impact of the Company's business to benefit all shareholders. As a measure for its social commitments, GNRC Limited has been conducting various programs like free health camps, health programs, health awareness talks, seminars, workshops, CME's etc. The Company had also conducted various mock drills for ensuring a better disaster & safety plan and creating awareness among its employees. Constitution of Corporate Social Responsibility (CSR) Committee of the Board of Directors Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the relevant Rules thereunder, a Sub-Committee of the Board named as “Corporate Social Responsibility Committee� has been constituted by the Board to formulate, recommend, carry out and monitor the CSR policy and activities to be undertaken by the Company as specified under the said Act and the Rules. The composition of the said Committee shall be three Members viz., Dr. N.C. Borah, Mr. Jatin Hazarika and Dr. Jayanta Madhab.
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29th ANNUAL REPORT, 2013-14
GNRC Medireach – “Bringing GNRC to you”
The passion to reach rural Assam, beyond the comfort zone and pitched roads has inspired your Company to launch a movement which has redefined the rural healthcare scenario. It has been aptly named as “GNRC Medireach”. From one highly equipped bus, the service now consists of two buses which boasts of state of the art diagnostic facilities like ECG, Mobile X-ray, Colour Dopler and Computed Radiography, doctors, supporting staff and medicine. In this year too, it continued its untiring efforts to reach out to the village population of Assam and the adjoining Districts by providing them diagnostic facilities and equipments and offering medical advice/prescription absolutely free of cost. At a glance (2013-14) ? 54 villages were visited in a total of 56 camp days ? 13,935 benefitted from 54 free health camps ? Places like Sualkuchi, Dahi, Changsari, Barni, Mangaldoi districts visited ? 1081 Ultrasounds, 1602 ECG's and 193 Papsmear tests done Activities and Events Medical Camps During the FY 2013-14, your Company organized world health day camps, Mothers day free health check ups and hypertension preventive health check ups. Programs Your Company realizes the need of educating and updating its clinical staff and hence training sessions are held on a regular basis to enhance their knowledge and skill. During the year under review, a spring CME, a CME on stroke management and a winter CME were held. Also, the 28th AMASI Skill Course, the North East Thoraciscopy and the 11th Annual Conference of the North East Chapter of Indian Association of Paediatric Surgeons (NEIAPSCON) was held. Apart from these, various motivational and inspirational events for the non-clinical staff were conducted. Dividend Your Directors have recommended a dividend of ` 1 per equity share for the financial year ended March 31, 2014, amounting to ` 1, 75,05,365 (inclusive of tax ` 25,42,875). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names appear in the Register of Members as on the date of the Annual General Meeting (considered to be the record date) General Reserve The Company has transferred an amount of ` 20 Lacs to the General Reserve. Board of Directors Inductions The Board of Directors in its meeting held on February 10th, 2014, appointed Mr. Basab Roy as the Nominee Director of IDBI Bank Ltd. Mr. Prasanta Bora was appointed as the Nominee Director of AIDC in place of Mr. D.K. Goswami in the Board Meeting held on May 31st, 2014. The Board acknowledges the contribution made by Mr. D.K. Goswami during his tenure as the Director of the Company. At the ensuing Annual General Meeting Mrs. Anupama Das will retire by rotation and being eligible, offers herself for re-appointment. 14
29th ANNUAL REPORT, 2013-14
Meetings The Company has held at least one Board Meeting in every three months and the maximum time gap between any such two meetings was not more than four months. AUDITORS & AUDIT REPORT Messrs. Sanjoy K. Das & Co., Chartered Accountants, the retiring Auditors of the Company have informed that they do not wish to seek re-appointment at the ensuing Annual General Meeting. In view of the above, the Board hereby recommends the appointment of Messers B S R & Co, LLP to hold office from the conclusion of the ensuing General Meeting till the conclusion of the next General meeting. Pursuant to the section 139(1) and other applicable provisions of the Companies Act, 2013, the aforesaid appointment is subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting. FIXED ASSETS As on 31st March, 2014 the Gross Fixed Assets stood at ` 17573.97 Lacs and the Net Fixed Assets stood at ` 12691.61 Lacs. A total of `4387.34 Lacs was spent during the year for addition of fixed assets comprising primarily of Medical equipments, Plant & Machinery and Electrical Installation. RISK MANAGEMENT During the year under review, your Company has taken all necessary precautions for identifying, managing and mitigating the various risks like regulatory risks, technological risks, environmental risks, operational risks, physical risks, market risk, financial risks and other unforeseeable risks. As regards ensuring the compliance with various government bodies like payment of statutory dues, environmental regulations and matters relating to requisite licensing etc, your Company has taken all possible steps to make sure that such regulatory norms are being adhered to. The physical assets of the Company are also covered under the comprehensive insurance policies and its adequacies are reviewed by the management from time to time. SUBSIDIARY The audited statement of accounts, along with the Report of the Board of Directors and the Auditor's Report thereon of the Company's Subsidiaries viz, M/s GNRC Community Hospitals Ltd. and M/s Brahmaputra Hospitals Ltd. for the Financial Year ending on 31.03.2014 are annexed together with the Company's interest in the subsidiary, The two subsidiary companies viz. Brahmaputra Hospitals Limited and the GNRC Community Hospitals Ltd. were not functional during the last financial year. AUDIT COMMITTEE The Audit Committee of the Board of Directors of the Company consists of Sri Jatin Hazarika, Dr. Jayanta Madhab and Mrs. Anupama Das. Shri Jatin Hazarika is the Chairman of the Committee. During the Financial Year 2013-14, the committee met regularly to discharge their duties during the year under consideration. PUBLIC DEPOSITS During the year under review, your company did not accept any deposit within the meaning of section 58A and 58AA of the Companies Act, 1956 and Rules made there under.
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DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for financial year ended March 31, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; (ii) 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, 2014 and of the Profit of the Company for the year under review; (iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) the Directors had prepared the annual accounts for financial year ended March 31, 2014 on a going concern' basis. MAINTENANCE OF ACCOUNTING RECORDS AND INTERNAL CONTROL The Company has taken proper and sufficient care for the maintenance of adequate accounting records as required by various statutes Directors have overall responsibility for the Company's internal control system, which is designed to provide a reasonable assurance for safeguarding assets, reliability of financial records and for preventing and detecting fraud and other irregularities. Audit Committee supervises the financial reporting process through review of accounting and reporting process. The Internal Audit team of the company continuously does the internal audit to ensure the adequacy and effectiveness of the internal control system. For ensuring a better internal audit mechanism the company has been taking the services of M/s P.Gaggar & Associates, a reputed Chartered Accountant firm of Guwahati as its internal auditor. PARTICULARS OF EMPLOYEES No employee of the company received any remuneration prescribed U/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Disclosures of particulars with respect to conservation of energy as required in Form No. A in the annexure to the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is not applicable to the company. GNRC Hospitals have been recognized as a centre of research by CSIR Government of India as well as ICMR. Several research studies have been assigned by national and international organizations recognizing the capability of the GNRC Hospitals. Moreover GNRC Hospitals have been running Post Graduate DNB courses of Govt. of India in the disciplines of Neurology Cardiology, Radiology & Imaging and also Anesthesiology for the last several years. During the year under review there was no foreign exchange earning and outgo in the Company.
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HUMAN RESOURCE DEVELOPMENT GNRC warmly acknowledges the contribution by all its employees for ensuring its success as a leading healthcare provider in North-East India. The talent and passion of our people is critical to our success and we foster it by providing an exhilarating working environment that inspires lateral thinking, fosters team spirit and encourages open communication. GNRC's HR vision is to be an employer of choice where employee is a brand ambassador of our superior medical service delivery, and an organization, where every individual shares the pride and commitment in taking GNRC to its next phase of development. We value patients' satisfaction enormously and realize that the skill and service of trained manpower are a key for maintenance of the trust reposed in us as a quality healthcare provider by our patients. Thus attrition of trained human capital can pose a challenge to effective service delivery to our patients and hence needs to be tackled systematically. We have devised an effective recruitment and human resources management process to prevent existing attrition of clinical/non-clinical manpower. To harness the fullest potential of its employees the company had organized/participated in various beneficial programs like Training, workshops, Management Development Programs, etc. All the above efforts have contributed to achieve improved productivity and competency of the most valuable assets of the Company. SHAREHOLDERS GENERAL INFORMATION Nomination Facility Section 109A of the Companies Act, 1956 provides the facility of nomination to Shareholders. This facility is mainly useful for those individuals who are holding shares in their own name. In the case of joint Shareholders by, nomination will be effective only in the event of death of all the joint holders. It is advisable for the Shareholders holding shares of GNRC Ltd. to fill up the enclosed Form 2B in their single name and send it to the Company Secretary of the Company. Change of Address of Share Holders To register or record their new address a shareholder may send his/her duly signed request letter mentioning their new address and Pin Code to the Registered Office of the Company. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, customers, suppliers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all its executives, officers and staff, resulting in the successful performance of the Company during the year.
Place: Guwahati Date: 19.07.2014
For and on Behalf of the Board of Directors Sd/(Dr.N.C.Borah) Chairman cum Managing Director
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Independent Auditors’ Report To the Members of GNRC Limited Report on the Financial Statements We have audited the accompanying financial statements of GNRC Limited, GNRC Complex, Dispur, Guwahati, Assam which comprise the Balance Sheet as at 31st March , 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management's responsibility for the Financial Statements The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211of the Companies Act, 1956' of India (the “Act�) read with the General Circular 15/ 2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor's responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March , 2014; b) in the case of the Statement Profit and Loss , of the profit for the year ended on that date; and c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
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Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order�) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by section 227(3) of the Act, we report that: a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/ 2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. st
e) on the basis of written representations received from the directors as on 31 March, 2014, and st taken on record by the Board of Directors, none of the directors is disqualified as on 31 March , 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
For SANJOY K. DAS & CO. CHARTERED ACCOUNTANTS. (PROPRIETOR) (Sanjoy Kumar Das) Membership No. 050691 Firm Reg. No. 312143 E
Place : Guwahati Date : 19.07.2014
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The Annexure referred to in Paragraph 1 of our Report of even date to the Members of GNRC Ltd, GNRC Complex, Dispur, Guwahati, Assam on the Accounts of the Company for the year ended 31st March, 2014 1.
a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b) It has been represented to us that physical verification of fixed assets has been carried out by the Management at reasonable intervals during the year and such verification has not revealed any discrepancies. c) In our opinion , and according to the information and explanation given to us, The substantial part of the fixed assets has not been disposed off by the Company during the year, so as to effect going concern assumption.
2.
a) In our opinion, the valuation and the physical verification has been conducted by the Management at reasonable intervals in respect of finished goods, stores, spares and raw materials. b) In our opinion, the procedure of physical verification of stocks followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business. c) The Company has maintained proper records of inventory, the discrepancies noticed between the physical stocks as verified and book records were not material.
3.
In respect of loans, secured or unsecured, granted or taken by the Company during the year, from any companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 a)
The Company has not taken any unsecured loans from its directors during the year.
b)
The Company has not granted any secured or unsecured loan to companies, firms or other parties during the year except an amount of ` 21,168 and ` 1,50,000 to its subsidiary companies GNRC Community Hospitals Ltd. and Brahmaputra Hospitals Ltd. The outstanding balance of the Unsecured Loan granted to its subsidiary company, GNRC Community Hospitals Ltd. and Brahmaputra Hospitals Ltd. was ` 65,44,586 and ` 39,32,193 respectively as on 31st March, 2014. Demand raised by Income tax authority for the A.Y 2009-10 for amounting to ` 18,38,500/- is not accepted by the Company. Petition for rectification u/s 154 of Income Tax Act, has been submitted to Income tax authority. Demand raised by Income tax Authority for the A Y 2011-12 amounting to ` 18,07,960/- is not accepted by the company and is being contested at appropriate level.
4.
In our opinion and according to the information and explanations given to us during the course of audit, there are adequate internal control procedures commensurate with the size and nature of business of the company relating to purchase of inventory and fixed assets and for the sale of goods.
5. In our opinion & as per the Information & Explanations given to us, the company has not entered into any transactions of purchase of goods and materials and sale of goods that needed to be entered into a Register in pursuance of section 301 of the Company's Act. 6.
In our opinion and according to information and explanations given to us, the company has not accepted any deposit from public.(u/s 58A & 58AA).
7.
In our opinion, the company has an adequate internal audit system commensurate, with the size and nature of the business.
8.
The Company is exempt from maintaining cost records prescribed under section 209(1) (d) of the companies Act,1956 read with the Cost Accounting Records (Industrial Gases) Rules, 1996.
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9.
In our opinion and according to information's and documents produced before us, we report that the company has no undisputed statutory dues in respect of income tax, provident fund, wealth tax, sales tax, customs duty, excise duty and other statutory dues. The company has a disputed income tax liability relating to the assessment year 2003-04, 2004-05, 2005-06 and 2006-07 amounting to ` 64,17,429. Demand raised by Income tax authority for the A.Y 2009-10 for amounting to ` 18,38,500 is not accepted by the Company. Petition for rectification u/s 154 of Income Tax Act, has been submitted to Income tax authority.
10. In our opinion and according to the explanation given to us, the company has no accumulated losses at the end of the financial year. The company has not incurred any loss during the year. 11. Company has not defaulted in repayment of dues to any financial institution or bank. There are no debenture holders of the Company. 12. Company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities. 13.
The provisions of any special statute are not applicable to this company.
14.
The Company is not dealing or trading in shares, securities, debentures and other investment.
15. According to the information and explanations given to us, the Company has not given any guarantee or loans taken by others from Bank or financial institution. 16. The Company has not taken any Term Loan during the Year. 17.
In our opinion, The Company has not used any funds raised on short term basis for long term investment and vice versa.
18.
According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Act.
19.
According to the information and explanations given to us, the Company has not issued any debentures during the year.
20.
According to the information and explanations given to us, the Company has not raised any money through public issue during the year under audit.
21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year under audit.
For SANJOY K. DAS & CO. CHARTERED ACCOUNTANTS.
Place : Guwahati Date : 19.07.2014
(PROPRIETOR) Membership No. 050691 Firm Reg. No. 312143 E
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Sd/Dr. N.C. Borah Chairman cum Managing Director
Sd/Mr. M.M. Navalakha Executive Director (Finance)
Sd/Mr. Biswajit Das Company Secretary
Sd/Mr. Jatin Hazarika Director
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29th ANNUAL REPORT, 2013-14
Sd/Dr. N.C. Borah Chairman cum Managing Director
Sd/Mr. M.M. Navalakha Executive Director (Finance)
Sd/Mr. Biswajit Das Company Secretary
Sd/Mr. Jatin Hazarika Director
23
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(
(
(
(
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(c)
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Notes on Financial Statements for the year ended 31st March, 2014 26. (a) significant Accounting policies : i)
Basis of Preparation: The Accounts have been prepared on historical cost basis & on the principle of going concern. Accounting Policies unless specifically stated to be otherwise are in consistent & consonance with Generally Accepted Accounting Principles (GAAP) prevalent in India and the Mandatory Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) and according to the provisions of the Companies Act, 1956.
ii)
Revenue Recognition : Income from Healthcare Services is recognized on completed service contract method. The hospital collections of the company are net of trade discounts & Rebates. Pharmacy Sales are stated net of returns, discounts and inclusive of VAT wherever applicable. Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. Dividend income is recognized as and when the owners right to receive payment is established.
iii)
Depreciation : a) Depreciation on Assets is provided on Straight Line Method as per Schedule XIV of the Companies Act, 1956 (as amended). b) Depreciation on new assets acquired during the year is provided at the rates applicable from the date of acquisition to the end of the financial year c) In respect of the assets sold during the year, depreciation is provided from the beginning of the year till the date of their disposal d) Depreciation has not been charged on a Gross Block of ` 9,39,57,117/- of Medical Equipment as the same has already been depreciated to the extend of 95% of the Cost.
iv)
Fixed Assets : a) All Fixed Assets are stated at their original cost of acquisition less accumulated depreciation and impairment losses are recognised where necessary. Additional cost relating to the acquisition and installation of fixed assets are capitalized. b) All Preoperative Expenses of New Hospital Unit have been capitalized. c) Interest on borrowings for acquisition of fixed assets and related revenue expenditure incurred for the period prior to the commencement of operations for the expansion activities of the company are capitalized.
v)
Valuation of Inventories : a) The inventories of all medicines, medicare items traded and dealt with by the Company are valued at cost or net realizable value which ever is less. Cost of these inventories comprises of all costs of purchase and other costs incurred in bringing the inventories to their present location after adjusting for VAT wherever applicable, applying the FIFO method. b) Stock of provisions, stores (including lab materials and other consumables), stationery and housekeeping items are stated at cost. Cost of these inventories comprises of all costs of purchase and other costs incurred in bringing the inventories to their present location, after adjusting for VAT wherever applicable applying the FIFO method. 37
29th ANNUAL REPORT, 2013-14
vi) Investments : a) Investments are classified as current or long term in accordance with Accounting Standard 13 on accounting for Investments. b) Long-term investments are stated at cost to the Company in accordance with Accounting Standard 13 on Accounting for Investments. The Company has provided for diminution in the value of long-term investments other than those temporary in nature. vii) Employees Benefits : Short-term employee benefits are recognised as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered. Post employment and other long term employee benefits are recognised as an expense in the Profit and Loss account for the year in which the employee has rendered services. Employees Family Pension : The Company has defined contribution plan for post Employment benefits in the form of Family pension for eligible employees, which is administered by the Regional Provident Fund Commissioner. Company has no further obligation beyond its contributions. Provident Fund : Contribution towards Provident Fund for certain employees is made to the regulatory authorities, where the company has no further obligations. Such benefits are classified as defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis. Gratuity : The Company provides for gratuity, a defined benefit plan (the Gratuity plan) covering eligible employees in accordance with the payment of Gratuity Act, 1972, which are administered through Life Insurance Corporation of India (LICI) and a trust which is administered by the Trustees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, or termination of employment, of an amount based on respective employee's salary and tenure of employment. Premium on policy is accounted for in the year of payment. viii) Borrowing Cost : Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such asset. As per Accounting Standard 16, borrowing cost is a qualifying asset which takes substantial period of time to get ready for its intended use. All other borrowing costs are treated as revenue expenditure as and when incurred. ix) Taxation Tax expenses comprise of current tax, deferred tax : a. Current Tax: Current tax is determined in respect of taxable income for the year based on applicable tax rates and laws. b. Deferred Tax : The differences that result between the profit calculated for income tax purposes and the profit as per the financial statements are identified and thereafter deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and get reversed in another, based on the tax effect of the aggregate amount being considered. Deferred tax asset are not recognized unless there is virtual certainty that sufficient future taxable income will be available against which such deferred tax asset can be realized. The tax effect is calculated on the accumulated timing differences at the beginning of this accounting year based on the prevailing enacted or substantially enacted regulations.
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(x)
Provisions, Contingent Liabilities and Contingent Assets : A provision is recognized when the company has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Contingent liabilities are not provided for unless a reliable estimate of probable outflow to the company exists as at the Balance Sheet date. Contingent assets are neither recognized nor disclosed in the financial statements.
26. (b) Other Disclosures : 1) Contingent Liability not Provided for in the Accounts : a) Income Tax Demand : A sum of ` 64,17,429.00 towards demand raised by the Income Tax Authorities up to Assessment Year 2006-07. The same is disputed by the Company & the matter is pending before the Appellate Authority. Demand raised by Income tax Authority for the A Y 2009-10 amounting to ` 18,38,500/- is not accepted by the company. Petition for rectification U/S 154 of Income Tax Act, has been submitted to Income tax Authority. Demand raised by Income tax Authority for the A Y 2011-12 amounting to ` 18,07,960/- is not accepted by the company and is being contested at appropriate level. b) Consumer Court Cases : The company has contingent liability of ` 100.08 Lakhs on account of six numbers of consumer court cases filed against the company and pending in court. Also another consumer court case claiming ` 1 crore compensation where GNRC is a pro-forma party is also pending in court. Since GNRC is a pro-forma party, it is unlikely that we will have any financial liability. However, the company has taken necessary precautions to safeguard its interest including insurance cover. c) Other Civil Cases : The company has contingent liability of ` 15.97 Lakhs on account of two numbers of civil cases filed against the company and pending in court. 2) Taxation : In accordance with Accounting Standard 22 “Accounting for taxes on income� issued by the Institute of Chartered Accountants of India, the Company has accounted for Deferred tax. The major components of the net Deferred tax Liabilities to the extent recognized & outstanding as at 31stMarch, 2014 is as under :
Particulars Net Timing Difference on Account of Depreciation Net Timing Difference on Account of Others
As at 31.03.2014 (`) 22,81,38,801
As at 31.03.2013 (`) 16,49,96,110
--------
-------
Total
22,81,38,801
16,49,96,110
Deferred Tax (Liability)
6,84,19,634
5,35,32,988
Deferred Tax (Assets)
---------
39
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1) Liabilities to Small Scale Industries : As per records & other information available with the company, it does not owe any sum exceeding ` 1.00 Lacs to any Small Scale Industrial undertakings. 2) Impairment of Asset : The Company has carefully considered the impact of Accounting Standard 28 pertaining to Impairment loss. As the recoverable amount of assets is higher than the WDV of its Fixed Assets no provision is made for impairment of Assets. 3) Other Information : a) All the figures have been rounded off to the nearest rupee. b) Previous year figures have been regrouped & re-arranged wherever necessary to make them more comparable with Current year figures. 4) During the year the Company has not done any expenses in Foreign Currency.
Signed in terms of our report of even date For Sanjoy K. Das & Co Chartered Accountants For and on behalf of the Board of Directors Sd/(C.A. Sanjoy K. Das) (Propreitor) M. No 050691 Firm Regd No. 312143E
Place : Guwahati Date : 19th July 2014
Sd/Dr. N.C. Borah Chairman cum Managing Director Sd/Mr.Biswajit Das Company Secretary
40
Sd/Mr. M.M. Navalakha Executive Director (Finance) Sd/Mr. Jatin Hazarika Director
29th ANNUAL REPORT, 2013-14
Statement Pursuant to Section 212 of the Companies act 1956 relating to Subsidiary Companies Sl. No. Name of the Subsidiary Company 1 2 3
4
Financial Year of the Subsidiary Company ended on Date from which it become Subsidiary Company a) Issued Subscribed and Paid -up share capital of the Subsidiary Company b) No of Shares held by GNRC Ltd. in the subsidiary company c)Extent of interest of Holding company at the end of financial year in the subsidiary company Net Aggregate amount of the subsidiary company’s profit/(Loss) so far as it concerns the members of the Holding Company a)Not dealt within the holding company’s accounts: i) For The Financial year ended 31 st March 2013 st ii)For the previous year ended 31 March,2012 b)Dealt within the Holding Company’s Account i) For The Financial year ended 31 st March 2013 st ii)For the previous year ended 31 March,2012
GNRC Community Hospitals Ltd. 31st March, 2014
Brahmaputra Hospitals Limited 31st March, 2014
12th September, 2001
11th April, 2007
50,000 Equity Shares of ` 10/- each `.5,00,000/40,000 equity shares of ` 10/- each 80%
70,44,804 Equity Shares of ` 10/- each `7,04,48,040/53,03,153 Equity Shares of ` 10/- each. 75.28%
(21168) 100% (16934) 80% (64231) 100% (51385) 80%
(42813) 100% (32229) 75.28% (9511) 100% (7160) 75.28%
NIL
NIL
NIL
NIL
For and on behalf of the Board of Directors Sd/Dr. N.C. Borah Chairman cum Managing Director
Sd/Mr. M.M. Navalakha Executive Director (Finance)
Sd/Mr. Biswajit Das Company Secretary
Sd/Mr. Jatin Hazarika Director
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GNRC COMMUNITY HOSPITALS LIMITED BOARD OF DIRECTORS Dr. Nomal Chandra Borah
Director
Mr. Jatin Hazarika
Director
Dr. N.K. Choudhury Mr. Sarbeswar Deka Mr. Magan Mal Navlakha
Director Director Director
STATUTORY AUDITORS M/s Sanjoy K. Das & Co. Chartered Accountants
Banker State Bank of India
Registered Office GNRC Complex, Dispur Guwahati, Assam - 781006
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Directors' Report To, The Shareholders GNRC Community Hospitals Ltd. Your Directors' take the pleasure in presenting their Report for the Financial Year 2013-14 and the Statement of st Accounts of the company for the Financial Year ended on 31 March, 2014. During the year under review the company wasn't carrying any business. The net loss during the year under review was ` 21,168 which is the expenditure amount relating to payment to auditors charges and writing- off of expenditure. And the consolidated loss at the end of the FY 2012-13 is ` 21,168 which has been carried to the balance sheet. There are no fixed assets in the books of the company at the end of the financial year dated 31/03/2014. Dividend: Since the company was neither carrying any business nor it has any reserves so the matter for declaration of dividend doesn't arise. Directors: Dr. N.K. Choudhury & Mr. Sarbeswar Deka, Directors of your company retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. Fixed Deposit: Your company hasn't accepted any deposit within the meaning of Section 2(31) of the Companies Act, 2013 and Rules made thereunder. Auditor's Report The Auditor's Report doesn't contain any qualification or adverse comment. Auditors The Auditors of the Company M/s Sanjoy K. Das & Co., Chartered Accountants are retiring at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. The Company has received a certificate under section 139(1) of the Companies Act, 2013 from them to the effect that their appointment, if made, will be in accordance with the limits as specified in the said section. Your Directors recommend the appointment of M/s Sanjoy K. Das & Co., Chartered Accountants as the Statutory Auditors for the financial year 2014-15. The necessary resolution is being placed before the shareholders for approval. Director's Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013 your Directors confirm as under: (i) (ii)
That in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been given relating to material departures, if any. that your 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 or loss of the Company for that period.
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(iii)
(iv)
that your Directors have 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 your Company and for preventing and detecting fraud and other irregularities. that the annual accounts have been compiled on a going concern basis.
Particulars of Employment There is no employee of the Company who were in receipt of remuneration prescribed u/s 134(5) of the Companies Act, 2013 and the Companies (Particulars of Employees) Rules, 1975. Conservation of Energy Disclosures of particulars with respect to conservation of energy as required in Form No. A in the annexure to the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is not applicable to the company. Research & Development- Technology Absorption There is no imported technology in the Company nor the Company is having its own R & D Department. As such Form “B� as prescribed in the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 is not applicable to the company. Foreign Exchange Earnings and Outgo There was no Foreign Exchange earnings or outgo for the year concerned. Acknowledgements Your Directors place on record their sincere appreciation and gratitude to the Company's valued Customers, Bankers and Shareholders for their support and confidence in the Company.
For and on Behalf of the Board Place: Guwahati th Date : 11 July, 2014
Sd/(Dr. N.C. Borah) Director GNRC Community Hospitals Ltd.
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Independent Auditor's Report to the Members of GNRC Community Hospitals Limited Report on the Financial Statement We have audited the accompanying financial statements of GNRC Community Hospitals Limited, GNRC Complex, Dispur, Guwahati Assam, which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: ST a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014; b) in the case of the Statement of Profit and Loss , of the loss for the year ended on that date; and Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.
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2. As required by section 227(3) of the Act, we report that: a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c) the Balance Sheet, Statement of Profit and Loss, and dealt with by this Report are in agreement with the books of account. d) in our opinion, the Balance Sheet, Statement of Profit and Loss, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; e) on the basis of written representations received from the directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 201, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
For SANJOY K. DAS & CO. CHARTERED ACCOUNTANTS.
Place : Guwahati th Date : 11 July, 2014
(PROPRIETOR) Membership No.050691 Firm Reg. No. 312143E
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Annexure referred to in paragraph 1 of our Report of even date to the Members of GNRC Community Hospitals Limited, GNRC Complex, Dispur, Guwahati, Assam on the Accounts of the Company for the year ended 31st March, 2014. 1.
The Company has no fixed assets.
2.
The company has no stocks of consumables at the end of the year.
3
In respect of loans, secured or unsecured, granted or taken by the Company during the year, from any companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 -
a) The Company has taken an unsecured loans from its holding company GNRC Ltd. and the outstanding balance of the loan as on 31st March, 2014 was ` 65,44,586/b) The Company has not granted any secured or unsecured loan to companies, firms or other parties during the year. 4
In our opinion and according to the information and explanations given to us during the course of audit, there are adequate internal control procedures commensurate with the size and nature of business of the company relating to purchase of inventory and fixed assets and for the sale of goods.
5. In our opinion & as per the Information & Explanations given to us, the company has not entered into any transactions of purchase of goods and materials and sale of goods that needed to be entered into a Register in pursuance of section 301 of the Company's Act. 6. In our opinion and according to information and explanations given to us, the company has not accepted any deposit from public.(u/s 58A & 58AA). 7. In our opinion, the company has an adequate internal audit system commensurate, with the size and nature of its business. 8
The Company is exempt from maintaining cost records prescribed under section 209(1) (d) of the companies Act, 1956 read with the Cost Accounting Records (Industrial Gases) Rules, 1996.
9
In our opinion and according to information's and explanations given to us, the company is regular in depositing undisputed statutory dues including provident fund, wealth tax, sales tax, customs duty, excise duty and other statutory dues, with the appropriate authorities. The company has no disputed sales tax, income tax, wealth tax, custom duty, excise duty and any other statutory due.
10 In our opinion and according to the explanation given to us, the accumulated losses at the end of the financial year is more than 50% of its net worth & the company has incurred cash loss of ` 21,168.00 during the year. 11 Company has no liability to any financial institution or bank. There are no debenture holders of the Company. 12 Company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities.
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13 The provision of any special statute are not applicable to this company. 14 The Company is not dealing or trading in shares, securities, debentures and other investment. 15 The Company has not given any guarantee or loans taken by others from Bank or financial institution. 16 Company has not obtained any Term Loan during the year. 17 Company has not used any funds raised on short term basis for long term investment and vice versa. 18 Company has not made any preferential allotment of shares during the year. 19 Company is not having any debentures. 20 Company has not raised any money through public issue during the year. 21 According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year
For SANJOY K. DAS & CO. CHARTERED ACCOUNTANTS.
Place : Guwahati th Date : 11 July, 2014
(PROPRIETOR) Membership No.050691 Firm Reg. No. 312143E
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c
Significant Accounting Policies & Other Disclosures
9
11th July, 2014
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th
Date : 11 July, 2014
50
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a) Authorised
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Notes to the Financial Statements for the year ended 31st March 2014. NOTE NO.9. SIGNIFICANT ACCOUNTING POLICIES & OTHER DISCLOSURES A. Significant Accounting Policies :i)
Accounts have been prepared under the historical cost convention on going concern and materially comply with the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India.
ii) Method of Accounting & Revenue Recognition : Expenditure are accounted on accrual basis B. Other Disclosure : i)
As the company has incurred business loss during the year, no provision as required by the Accounting Standard- 22 on Account for Taxes on Income has been made.
ii) Contingent Liabilities and commitments not provided during the year. iii) Remuneration of Auditor's (including service tax, Where ever applicable)
As Auditor For Taxation Matters Total :
Current Year
Previous Year
` 7,865.00
` 7,865.00
` 5,618.00 ` 13,483.00
` 5,618.00 ` 13,483.00
iv) Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification /disclosure. v) All the figures have been rounded off to the nearest rupee vi) Parties balances are subject to confirmation, reconciliation & final adjustment if any. vii) Earning Per Share Earning per share (EPS) is calculated on the share capital in accordance with “Accounting Standard – 20” (Earning per Share), issued by the Institute of Chartered Accountants of India.
Profit computation for both basic and diluted earning per share of ` 10/- each Profit/(Loss) after taxation for the period as per profit and loss account Weighted average no. of Equity share outstanding Basic and diluted earnings per share of ` 10/ - each
53
Year ended 31st March, 2014 (21168)
Year ended 31st March, 2013 (64231)
50000 -0.00
50000 -0.00
29th ANNUAL REPORT, 2013-14
vi) Additional information Pursuant to Para 5(Viii) of part 窶的I of Schedule 窶天I of Companies Act, 1956. Value of Import Expenditure in Foreign Currency Earning in Foreign Currency Amount remitted on a account of dividends in Foreign Currency is
- NIL - NIL - NIL - NIL
Signed in terms of our report of even date For Sanjoy K. Das & Co Chartered Accountants For and on behalf of the Board of Directors Sd/(C.A. Sanjoy K. Das) (Propreitor) M. No 050691 Firm Regd No. 312143E
Sd/Dr. N.C. Borah Director
54
Sd/Mr. M.M. Navalakha Director
29th ANNUAL REPORT, 2013-14
BRAHMAPUTRA HOSPITALS LIMITED BOARD OF DIRECTORS Dr. Nomal Chandra Borah Miss Priyanka Borah Mr. Sarbeswar Deka
Managing Director Director Director
Mr. Magan Mal Navalakha
Director
STATUTORY AUDITORS M/s Sanjay Kabra & Co. Chartered Accountants G.S. Tower (3rd Floor) Near Himatsingka Petrol Pump AT. Road, Guwahati 781001
Banker State Bank of India
Registered Office 27 A/6, Kas Road Shree Bhavan, King Circle Mumbai – 400 019 India
Corporate Office GNRC Complex Dispur, Guwahati 781006 Assam 55
29th ANNUAL REPORT, 2013-14
Directors' Report To, The Members of Brahmaputra Hospitals Ltd. Your Directors' have its pleasure to place before you the Directors' Report for the Financial Year 2013-14 along with the Audited Balance Sheet as on 31.03.2014 as well as the statement of Profit & Loss of the Company for the aforesaid period. FINANCIAL RESULTS The financial highlights of your company for the financial year 2013-14 are summarized below:
For the year ended March 31, 2014 (In `)
For the year ended March 31, 2013 (In `)
-
46,000
42813
36,489
(42813)
9,511
(a) Loss on Sale of Fixed Assets
Nil
Nil
(b) Exp. Of Earlier year paid during the year
Nil
Nil
Nil
Nil
(42813)
9,511
Gross Income Total Expenditure Profit/ (Loss) before Tax Less : Extra Ordinary Items
Less : Provision for Tax Profit After Tax (PAT) Balance carried forward to next year
(80,098,864)
(8,00,56,051)
During the year under review the company wasn't carrying any business and therefore no income has been recorded. As far as expenditure is concerned they include normal heads like rates & taxes and other administrative expenses. Dividend: Your Directors do not recommend any dividend for the year under review due to the non-availability of profit & reserve. Directors: During the period concerned there was no change in the Board of Directors of your Company. Mr. M.M. Navalakha, director of your company retires by rotation at the ensuing Annual General Meeting
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29th ANNUAL REPORT, 2013-14
and being eligible, offers himself for reappointment. Your Directors met regularly as per the provisions of the Companies Act, 1956 to discharge duties. Auditor's Report The Auditor's Report doesn't contain any qualification or adverse comment. Auditors The Auditors of the Company M/s Sanjoy Kabra & Co., Chartered Accountants are retiring at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. The Company has received a certificate under section 139(1) of the Companies Act, 2013, from them to the effect that their appointment, if made, will be in accordance with the limits as specified in the said section. Your Directors recommend the appointment of M/s Sanjoy Kabra & Co., Chartered Accountants as the Statutory Auditors for the financial year 2014-15. The necessary resolution is being placed before the shareholders for approval. Audit Committee The Audit Committee formulated under Section 177 of the Companies Act, 2013 met regularly during the year to transact the prescribed business. Public Deposits During the year under review your Company did not accept any deposits within the meaning of Section 2(31) of the Companies Act, 2013 and Rules made there under. Director's Responsibility Statement Pursuant to Section 134 (5) of the Companies Act, 2013 your Directors confirm as under: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been given relating to material departures, if any. (ii) that your 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 or loss of the Company for that period. (iii) that your Directors have 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 your Company and for preventing and detecting fraud and other irregularities. (iv) that the annual accounts have been compiled on a going concern basis. Particulars of Employment There is no employee of the Company who were in receipt of remuneration prescribed u/s 134 (5) of the Companies Act, 2013 and the Companies (Particulars of Employees) Rules, 1975. Conservation of Energy Disclosures of particulars with respect to conservation of energy as required in Form No. A in the annexure to the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is not applicable to the company. Research & Development- Technology Absorption There is no imported technology in the Company nor the Company is having its own R & D Department. As such Form “B� as prescribed in the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 is not applicable to the company. 57
29th ANNUAL REPORT, 2013-14
Foreign Exchange Earnings and Outgo There was no Foreign Exchange earnings or outgo for the year concerned. Acknowledgements Your Directors place on record their sincere appreciation and gratitude to the Company's valued Customers, Bankers and Shareholders for their support and confidence in the Company.
For and on Behalf of the Board Place: Guwahati Date : 23rd July, 2014
Sd/(Dr. N.C. Borah) Managing Director Brahmaputra Hospitals Ltd.
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29th ANNUAL REPORT, 2013-14
Independent Auditors’ Report To the Members of Brahmaputra Hospitals Limited We have audited the accompanying financial statements of BRAHMAPUTRA HOSPITALS LIMITED which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements: Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act�). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor's Responsibility: Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion: In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date.
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29th ANNUAL REPORT, 2013-14
Report on Other Legal and Regulatory Requirements : 1. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) Amendment Order, 2004, issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanation given to us during our audit, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order. 2. As required by section 227(3) of the Act, we report that: a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c) the Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account. d) in our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
For SANJAY KABRA & CO. CHARTERED ACCOUNTANT (FRN NO. 325048E) Sd/(SANJAY KABRA) PROPRIETOR (M.NO.061618)
Place : Guwahati Date : 23rd July, 2014
60
29th ANNUAL REPORT, 2013-14
Annexure to Auditors’ Report Referred to in our Report of even date of Brahmaputra Hospitals Limited 1.
The company does not have fixed Assets as such no records are required to be maintained.
2.
The Company does not have inventory during the year as such no records are required to be maintained.
3.
The Company has not granted any loans, secured or unsecured to companies, firms and parties listed in the registers maintained under Section 301 of the Companies Act, 1956.
4.
In our opinion and according to explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.
5.
Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that (a) The particulars of contracts or arrangements referred to in section 301 of the Act, have been entered in the register required to be maintained under that section; and (b) In case of transactions made in pursuance of such contracts or arrangements exceeding the value of rupees five lakhs in the financial year in respect any party covered in the registered maintained under section 301 of the Act have been made at prices which are reasonable having regard to the prevailing market prices at relevant time.
6.
The Company has not accepted any deposits from the public. In our opinion, the directives issued by the R.B.I. provisions of section 58A, 58AA or any other relevant provisions of the Act, and rules framed there under, wherever applicable have been complied with and as informed to us no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.
7.
As explained to us the Company has integrated internal control-cum audit procedures, which involves reasonable internal audit of its financial records, which is considered by us to be adequate. The Company does not have a formal internal audit system.
8.
The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of activities of the Company.
9.
According to the records produced and information and explanations given to us, the Company is regular in depositing undisputed statutory dues in respect of Provident Fund, Sales tax, Service Tax, Income Tax, and other statutory dues.
10.
The accumulated losses of the Company at the end of the financial year are more than fifty percent of its net worth. The company has incurred cash loss of ` 42,813.00 during the financial year and ` Nil in the immediately preceding financial year.
11.
Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.
12.
According to the records produced and information and explanations given to us, The Company has not granted any loan or advances on the basis of security by way of pledge of shares, debentures and other securities.
61
29th ANNUAL REPORT, 2013-14
13.
In our opinion the company is not a Chit Fund, Nidhi or Mutual Fund Company. Therefore the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.
14.
In our opinion the company is not dealing or trading in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.
15.
According to the records produced and information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institution.
16.
As per the books of accounts & information & explanations provided to us, no term loan was obtained by the company during the year.
17.
In our opinion, the funds raised on short term basis have not been used for long term investments.
18.
According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Act.
19.
According to the information and explanations given to us, The Company has not issued any debentures during the year.
20.
According to the information and explanations given to us, the Company has not raised any money through public issue during the year under report.
21.
Based on our examination of the records and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year under audit.
For SANJAY KABRA & CO. CHARTERED ACCOUNTANTS (FRN NO. 325048E)
Place : Guwahati Date : 23rd July, 2014
Sd/(SANJAY KABRA) PROPRIETOR (M.NO.061618)
62
29th ANNUAL REPORT, 2013-14
1 2 3 4 5
6 7
9-15 9
Sd/Sd/(Dr. N.C. Borah)
Place : Guwahati Date : 23rd July, 2014
Managing Director
63
Sd/(Mr. M.M. Navalakha) Director
29th ANNUAL REPORT, 2013-14
8
9-15
Sd/-
Sd/(Dr. N.C. Borah) Managing Director
Place : Guwahati Date : 23rd July, 2014
64
Sd/(Mr. M.M. Navalakha) Director
29th ANNUAL REPORT, 2013-14
1
2
65
29th ANNUAL REPORT, 2013-14
3
4
5
6
66
29th ANNUAL REPORT, 2013-14
7
8
67
29th ANNUAL REPORT, 2013-14
Brahmaputra Hospitals Limited Notes on Financial Statements for the year ended 31st March, 2014
Note No. 9 : SIGNIFICANT ACCOUNTING POLICIES: a.
Basis of Preparation of Financial Statements The Financial Accounts of the Company are prepared under the historical cost convention on the accrual basis of accounting and in accordance with Generally Accepted Accounting Principles( Indian GAAP) and comply with the applicable accounting standards notified under section 211(3C) of the Companies Act 1956, and the relevant provisions of the Companies Act 1956 except where otherwise stated.
b. Use of Estimates The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known / materialized. c.
Extra Ordinary & Exceptional Item Income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the Company are classified as Extraordinary items. Specific disclosures of such events/ transactions are made in the financial statements. Similarly, any external event beyond the control of the company, significantly impacting income or expenses, is also treated as extra ordinary item and disclosed as such. On certain occasions, the size, type or incidence of an item of income or expenditure, pertaining to the ordinary activities of the company, is such that its disclosures improve the understanding of the performance of the company. Such income or expenses is classified as an exceptional item and accordingly disclosed in notes of accounts.
d.
Revenue Recognition All Incomes & Expenditures are accounted for on accrual basis.
e.
Contingent Liabilities and Provisions and Contingents Assets Contingent Liabilities are not provided for in the books of accounts and disclosed by way of notes, if any. Provisions are recognized as liability only when they can be measured by using a substantial degree of estimation and where present obligation of the enterprise arise from past events, the settlement of which is expected to result in an outflow of resources embodying economic benefits. Provisions, Contingent Liabilities and Contingent assets are reviewed at each Balance Sheet date.
f.
Intangible Assets and Amortisation Intangible assets are recognized when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the assets can be measured reliably.
g.
Accounting for taxes on income Current Tax provision is made, taking into consideration the various benefits / concessions to which the Company is entitled to as well as the normal tax provisions and the contentions of the Company and also the fact that certain expenditure becoming allowable on payment being made before filing of the return of income.
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29th ANNUAL REPORT, 2013-14
h.
Impairment of assets The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal / external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset's net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.
Note No. 10 : Contingent Liabilities not provided for a. b. c. d. e. f.
Claims against the Company not acknowledged as debts ` Nil (Previous year ` Nil) Guarantees issues by the company to another person ` Nil (Previous year ` Nil) Other money for which the company is contingently liable ` Nil (Previous year ` Nil) Commitment for capital expenditure is ` Nil (Previous year -` Nil) Uncalled liability on shares and other investments partly paid ` Nil (Previous year ` Nil) Other commitments ` Nil (Previous year ` Nil)
Note No. 11 : Events occurring after Balance Sheet date No significant events which could affect the financial position as on 31.03.2014 to a material extent have been occurred after the balance sheet date till the signing of the same. Note No. 12 : Exceptional and Extraordinary items During the period under review the company has not debited / credited any exceptional and extraordinary items. Note No. 13 : Additional Information Pursuant to Para 5(viii) of Part-II of Schedule-VI of Companies Act, 1956: Value of Import on CIF basis is ` Nil (Previous year ` Nil) Expenditure in foreign currency is ` Nil (Previous year ` Nil) Earnings in foreign currency are ` Nil (Previous year ` Nil) Amount remitted on a account of dividends in foreign currency is ` Nil (Previous year ` Nil) Note No. 14 : Earning per Share Earning Per Share (EPS) is calculated on the share capital in accordance with “Accounting Standard – 20” (Earning Per Share), issued by the Institute of Chartered Accountants of India.
Sl. No
Profit computation for both basic and diluted earning per share of ` 10/ - each
(1) (A)
(2) Net Profit as per Profit & Loss Account available for equity shareholders. Weighted average number of equity shares for EPS computation (for basic & diluted EPS). EPS (Weighted average) (basic and diluted)
(B) (C)
69
For the year ended on 31.03.2014
For the year ended on 31.03.2013
(3) ` (42,813.00)
(4) ` 9511.00
70,44,804
70,44,804
` (0.01)
0.00
29th ANNUAL REPORT, 2013-14
Note No. 15 : Others a. In the opinion of the Board, Current Assets, Loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated. Further, no provision has been made for doubtful advances. b. Balances of Sundry Creditors, Loans & Advances and Share Application Money are subject to confirmation and reconciliation. The Company has not obtained Bank Statements and Confirmation of certain Current Accounts. As per Board of Directors of the Company, there are no transactions through these Bank Accounts and no statements are provided by banks. c. Payment to Auditors Remuneration of Auditors (including Service Tax, where ever applicable)
Current Year ` 8,989.00
As Auditor For Taxation Matters
Previous Year ` 8,989.00
-Total:
` 8,989.00
` 8,989.00
d. No provisions for Income Tax is made in view of book loss and brought forward losses under the Income Tax Act, 1961. e. The Small Scale Industrial undertakings to which amount outstanding for more than 30 days are Nil. The information has been compiled to the extent they could be identified as Small Scale and ancillary undertakings on the basis of information available with the company. f.
The company has reviewed the possibilities of any impairment of the fixed assets of the Company in terms of the Accounting Standard 28 on “Impairment of Assets� as at the date of Balance Sheet and is of the opinion that no such provision for impairment is required.
g. Previous years figures have been re-classified wherever necessary to make it comparable with current year classification.
Sd/(Dr. N.C. Borah) Managing Director
Place : Guwahati Date : 23rd July, 2014
70
Sd/(Mr. M.M. Navalakha) Director
........................................................................................................................................................................................................
29th ANNUAL REPORT, 2013-14
Annexure-I
71
29th ANNUAL REPORT, 2013-14
72
........................................................................................................................................................................................................
29th ANNUAL REPORT, 2013-14
Annexure – II
GNRC LIMITED Regd. Office: GNRC Complex, Dispur, Guwahati-781 006, Assam ATTENDANCE SLIP I/we hereby record my/our presence at the Twenty-Ninth Annual General Meeting of GNRC Ltd. held at GNRC Complex, Dispur, Guwahati-781 006, Assam on 10th of September, 2014 at 2 p.m. Name of the Shareholder Ledger Folio No. Number of Shares held Name of Representative/Proxy (If any) Signature of the member/Proxy Signature of Representative
:………………………………........………………… :………………………………....…………………… :………………………………....…………………… :…………………………………......……………….. :………………………………………....…………… :……………………………………………....………
Annexure – III
GNRC LIMITED Regd. Office: GNRC Complex, Dispur, Guwahati-781 006, Assam PROXY FORM I/We …………………………………………………………………………..being a member of the GNRC Ltd. hereby appoint Shri/Smt. ………………………….of …………………………………in the District of …………………………as my/our proxy to attend and vote for me/us/our behalf at the 29th Annual General Meeting of the Company to be held on 10th September, 2014 at 2 pm at GNRC Auditorium, GNRC Complex, Dispur, Guwahati-6 and at any adjourned meeting thereof. Revenue Stamp Re.1
Signed this…………day of …………2014 Signature
………………………………………….............................……………
Address
…………………………………….............................………………… ………………………………………….............................…………… ………………………………………….............................…………… ………………………………………….............................……………
Nos. of shares held
Note: 1. The Proxy need not be a member of the company 2. The Proxy Form duly signed and stamped should reach the Company's Registered Office at least 48hours before the time of the meeting. 73
29th ANNUAL REPORT, 2013-14
NOTES
74
29th ANNUAL REPORT, 2013-14
NOTES
75
29th ANNUAL REPORT, 2013-14
NOTES
76
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