Central Travancore Specialists Hospital Ltd. Annual Report 2016-2017 1 BOARD OF DIRECTORS Kurien Poulose Chairman Paul Kurian Polachirakal Wholetime Director Zachariah Paul Polachirakal Director Kottarathil John Jacob Director Babu John Director Ninan Chacko Kuttisseril Independent Director Mathew Jacob Independent Director George Kottackttu Thomas Additional Director Thomas Mathew Additional Director Cherian Cherian Charunilkunnathil Additional Director Keeriottayil Parameswaran Chandrasekharan Pillai Additional Director Kalarickad Kurian Koshy CFO & Additional Director Krishnan Unni CS & Additional Director
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BOARD OF DIRECTORS - Century Hospital Hospital_Report_Acco(1).pdfKeeriottayil Parameswaran Chandrasekharan Pillai Additional Director ... by the Board of Directors in consultation
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Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 1
BOARD OF DIRECTORS
Kurien Poulose Chairman
Paul Kurian Polachirakal Wholetime Director
Zachariah Paul Polachirakal Director
Kottarathil John Jacob Director
Babu John Director
Ninan Chacko Kuttisseril Independent Director
Mathew Jacob Independent Director
George Kottackttu Thomas Additional Director
Thomas Mathew Additional Director
Cherian Cherian Charunilkunnathil Additional Director
Keeriottayil Parameswaran Chandrasekharan Pillai Additional Director
Kalarickad Kurian Koshy CFO & Additional Director
Krishnan Unni CS & Additional Director
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 2
NOTICE
Notice is hereby given that the 28th Annual General Meeting of the members of CENTRAL
TRAVANCORE SPECIALISTS HOSPITAL LIMITED will be held on Thursday the 28th day of
September 2017 (28.09.2017) at 10:30 A.M at the Registered Office of the company to transact the
following business:
Ordinary Business
1. To receive, consider and adopt the audited Profit and Loss account for the year ended 31/03/
2017 and the Balance Sheet of the company as at 31/03/2017 together with the Reports of
Directors’ and Auditors’ thereon.
2. Appointment of Auditors
To consider and approve the following resolution as an ordinary resolution:
RESOLVED THAT pursuant to the provisions of Section 139(1) of the Companies Act, 2013,
M/s. Cyriac & Associates, Chartered Accountants, Thiruvananthapuram, be and is hereby
appointed as Auditors of the company from the conclusion of this meeting till the conclusion
of the Annual General Meeting to be held in the year 2022 and that their remuneration be fixed
by the Board of Directors in consultation with the Auditors.
3. To appoint a Director in the place of Mr. Babu John (DIN: 01987675) Director, who retires at this
Annual General Meeting and being eligible, offers himself for re-appointment.
4. To appoint a Director in the place of Mr. Zachariah Paul Polachirakal (DIN: 01798338) Director,
who retires at this Annual General Meeting and being eligible, offers himself for re-appointment.
Special Business
5. Appointment of Mr. Cherian Cherian Charunilkunnathil as Director:
To consider and approve the following resolution as an ordinary resolution:
RESOLVED THAT Mr. Cherian Cherian Charunilkunnathil (DIN: 01759916), who was earlier
appointed as additional director under section 161 of the Companies Act, 2013 be and is
hereby appointed as Director pursuant to section 152 and other applicable provisions of the of
the Companies Act, 2013 and the Rules made thereunder (including any statutory modifications
or re-enactments thereof)
FURTHER RESOLVED THAT the office of Mr. Cherian Cherian Charunilkunnathil shall be
liable to determination by retirement of directors by rotation.
6. Appointment of Mr. Kalarickad Kurian Koshy as Director:
To consider and approve the following resolution as an ordinary resolution:
RESOLVED THAT Mr. Kalarickad Kurian Koshy (DIN: 05261725), who was earlier appointed
as additional director under section 161 of the Companies Act, 2013 be and is hereby appointed
as Director pursuant to section 152 and other applicable provisions of the of the Companies
Act, 2013 and the Rules made thereunder (including any statutory modifications or re-enactments
thereof)
FURTHER RESOLVED THAT the office of Mr. Kalarickad Kurian Koshy shall be liable to
determination by retirement of directors by rotation.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 3
7. Appointment of Mr. George Kottackattu Thomas as Director
To consider and approve the following resolution as an ordinary resolution:
RESOLVED THAT Mr. George Kottackattu Thomas (DIN: 01875479), who was earlier appointed
as additional director under section 161 of the Companies Act, 2013 be and is hereby appointed
as Director pursuant to section 152 and other applicable provisions of the of the Companies
Act, 2013 and the Rules made thereunder (including any statutory modifications or re-enactments
thereof)
FURTHER RESOLVED THAT the office of Mr. George Kottackattu Thomas shall be liable to
determination by retirement of directors by rotation.
8. Appointment of Mr. Thomas Mathew as Director
To consider and approve the following resolution as an ordinary resolution:
RESOLVED THAT Mr. Thomas Mathew (DIN: 07770063), who was earlier appointed as additional
director under section 161 of the Companies Act, 2013 be and is hereby appointed as Director
pursuant to section 152 and other applicable provisions of the of the Companies Act, 2013
and the Rules made thereunder (including any statutory modifications or re-enactments thereof)
FURTHER RESOLVED THAT the office of Mr. Thomas Mathew shall be liable to determination
by retirement of directors by rotation.
9. Appointment of Mr. Keeriottayil Parameswaran Chandrasekharan Pillai
To consider and approve the following resolution as an ordinary resolution:
RESOLVED THAT Mr. Keeriottayil Parameswaran Chandrasekharan Pillai (DIN: 05359086),
who was earlier appointed as additional director under section 161 of the Companies Act,
2013 be and is hereby appointed as Director pursuant to section 152 and other applicable
provisions of the of the Companies Act, 2013 and the Rules made thereunder (including any
statutory modifications or re-enactments thereof)
FURTHER RESOLVED THAT the office of Mr. Keeriottayil Parameswaran Chandrasekharan
Pillai shall be liable to determination by retirement of directors by rotation.
10. Appointment of Mr. Krishnan Unni as Director
To consider and approve the following resolution as an ordinary resolution:
RESOLVED THAT Mr. Krishnan Unni (DIN: 07757139), who was earlier appointed as additional
director under section 161 of the Companies Act, 2013 be and is hereby appointed as Director
pursuant to section 152 and other applicable provisions of the of the Companies Act, 2013
and the Rules made thereunder (including any statutory modifications or re-enactments thereof)
FURTHER RESOLVED THAT the office of Mr. Krishnan Unni shall be liable to determination
by retirement of directors by rotation.
Place : Chengannur By order of the Board,
Date : 22.08.2017 Sd/-
(Kurien Poulose)
Chairman
(DIN: 01788548)
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 4
NOTES:-
1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on
a poll on his/her behalf and the proxy need not be a member. The proxy forms duly
completed, stamped and signed must be deposited at the registered office of the company
not less than 48 hours before the meeting.
2. Proxies submitted on behalf of limited companies, societies etc must be supported by
appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of
members not exceeding fifty and holding in the aggregate not more than 10% of the total
share capital of the company carrying voting rights. In case a proxy is proposed to be
appointed by a member holding more than 10% of the total share capital of the company
carrying voting rights, then such proxy shall not act as a proxy for any other person or
shareholder.
3. Explanatory statement as required under section 102 of the Companies Act, 2013 is attached.
4. Members/proxies should bring the attendance slip sent herewith duly filled in and signed along
with photo ID proof for attending the meeting.
5. Members desiring to have information/clarifications on the accounts or any other matters at
the AGM are requested to send their questions at least 7 days before the Annual General
Meeting, by quoting their folio number, to enable the company to keep the information ready.
6. Corporate Members are requested to send a duly certified copy of the board resolution authorizing
their representatives to attend and vote at the Annual General Meeting.
6. The route map to reach the venue of the annual general meeting including prominent land mark
for easy location is provided at the end of Annual Report.
8. Members are also requested to bring their copies of the Annual Report to the meeting.
9. Kindly communicate the changes if any, in your permanent or local address, immediately by
forwarding a hard copy, to the Company Law and Secretarial Services Department of the
Company along with your e-mail ID.
10. The notice of the meeting is displayed/posted on the website of the company-www.centuryhospital.org
11. The notice along with Annual Report is being sent by electronic mode to those members,
whose email ids are registered with the company. For members who have not registered their
email ids, physical copies are being sent by permitted mode. To support the green initiative, all
members are requested to register their email ids with the Company.
12. Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies
(Management and Administration) Rules, 2014, as amended by the Companies (Management
and Administration) Amendment Rules, 2015, the Company is pleased to provide members
facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means
and the business may be transacted through e-Voting Services. The facility of casting the
votes by the members using an electronic voting system from a place other than venue of the
AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).
The company has approached NSDL for providing e-voting services through our e-voting platform.
In this regard, your Folio Number has been enrolled by the Company for your participation in e-
voting on resolution placed by the Company on e-voting system.
The Notice of the Annual General Meeting (AGM) of the Company inter alia indicating the
process and manner of e-voting process along with printed Attendance Slip and Proxy Form
can be downloaded from the link https://www.evoting.nsdl.com.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 5
The remote e-voting period commences on 25th September 2017 at 9.00 a m and ends on
27th September 2017 at 5.00 p m. During this period shareholders of the Company, may cast
their vote electronically. The e-voting module shall be disabled for voting thereafter. Once the
vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change
it subsequently.
The voting rights of members shall be in proportion to their shares of the paid up equity share
capital of the company as on the cut-off date of 21stSeptember 2017 Any person, who acquires
shares of the Company and becomes member of the company after dispatch of the notice
and holding shares as of the cut-off date i.e. 21stSeptember 2017 may obtain the login ID and
B. In case a Member receives physical copy of the Notice of AGM (for members whose email IDs
are not registered with the Company or requesting physical copy):
(i) Initial password is provided as below at the bottom of the Attendance Slip for the AGM
EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN
Attached separately
(ii) Please follow all steps from Sl.No. (ii) to Sl. No. (xii) Above, to cast vote.
II. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members
and remote e-voting user manual for Members available at the downloads section of
www.evoting.nsdl.com or call on toll free no: 1800 222 990.
III. If you are already registered with NSDL for remote e-voting then you can use your existing user
ID and password/PIN for casting your vote.
IV. You can also update your mobile number and e-mail id in the user profile details of the folio
which may be used for sending future communication(s)
V. The voting rights of members shall be in proportion to their shares of the paid up equity share
capital of the Company as on the cut-off date of 21st September 2017
VI. Any person, who acquires shares of the Company and becomes member of the Company
after dispatch of the notice and holding shares as of the cut-off date i.e. 21st September 2017
may obtain the login ID and password by sending a request at [email protected] or the
company
If you have forgotten your password, you can reset the same by using “Forgot User Details/
Password” Option available on www.evoting.nsdl.com or contact NSDL at the following toll free
no: 1800-222-990
VII. A member may participate in the AGM even after exercising his right to vote through remote e-
voting but shall not be allowed to vote again at the AGM.
VIII. M/s. SVJS & Associates, Company Secretaries, Kochi has been appointed for as the Scrutinizer
for providing facility to the members of the Company to scrutinize the voting and remote e-
voting process in a fair and transparent manner.
IX. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is
to be held, allow voting with the assistance of scrutinizer, by use of “Ballot paper” or “Polling
Paper” for all those members who are present at the AGM but have not cast their votes by
availing the remote e-voting facility.
X. The Scrutinizer shall, after the conclusion of voting at the general meeting, will first count-the
votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the
presence of at least two witnesses not in the employment of the Company and shall make, not
later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the
total votes cast in favour or against, if any, to the Chairman or person authorized by him in
writing, who shall counter sign the same and declare the result of the voting forthwith.
XI. The results declared along with the report of the Scrutinizer shall be placed on the website of
the Company and on the website of NSDL immediately after the declaration of result by the
Chairman or a person authorized by him in writing.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 7
Other information:
t Login to e-voting website will be disabled upon five unsuccessful attempts to key-in the correct
password. In such an event, you will need to go through “Forgot Password” option available on
the site to reset the same.
t Your login id and password can be used by you exclusively for e-voting on the resolutions
placed by the companies in which you are the shareholder.
t It is strongly recommended not to share your password with any other person and take utmost
care to keep it confidential.
In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members
and e-voting user manual for members available at the Downloads sections of https://
www.evoting.nsdl.com or contact NSDL at the following toll free no: 1800- 222 – 990.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013
Item 5
Mr.Cherian Cherian Charunilkunnathil (DIN: 01759916) was appointed as an additional director
of the company with effect from 5th April 2017. It is now proposed to appoint him as a Director. He
has given his consent to act as a director, if appointed, and has given the required deposit prescribed
under the provisions of Section 160 of the Companies Act 2013.
Name Mr. Cherian CherianCharunilkunnathil
DIN 01759916
Date of Birth 21/05/1946
Age 71
Experience Been a director of the CTSHL previously
and currently manage Edanad Scans.
Terms and Conditions of appointment/ Nonexecutive director with
re-appointment effect from 5th April 2017
Last drawn remuneration NA
Date of first Appointment on the Board 5th April 2017
Shareholding in the Company 25000 equity shares of Rs. 10/- each
Relationship with other Director/Manager/ NA
KMP, if any
No. of meetings of the Board attended NA
during the year 2016-17
Other Directorship 1. M/s Edanad Health Care Private
Limited 2. M/s Super Resolution Imaging
Solutions Private Limited 3. M/s Oriental Allied Health Services
Private Limited
Chairman/ Member of the Committees NA
of Boards of other companies
Proposed Salary NA
None of the directors, key managerial personnel or their relatives is interested or concerned in
the resolution relating to appointment of Mr. Cherian CherianCharunilkunnathil as Director.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 8
Item 6
Mr.Kalarickad Kurian Koshy (DIN: 05261725) was the Chief Financial Officer (CFO) of the
company with effect from 1st February 2015. He was also appointed as an additional director of the
company with effect from 31st December 2016. He has been regularly attending office and involves
himself in the day today affairs and financial management of the Company. It is now proposed to
appoint him as a Director. He will also hold the post of CFO of the company. He has given his
consent to act as a director, if appointed, and has given the required deposit prescribed under the
provisions of Section 160 of the Companies Act 2013.
Name Mr. Kalarickad Kurian Koshy
DIN 05261725
Date of Birth 12/05/1956
Age 61
Qualification LLB
Experience Retired AGM of State Bank of India
Terms and Conditions of appointment/ Currently CFO and remuneration drawn
re-appointment as per employment agreement
Last drawn remuneration Rs.1,50,000 per month
Date of first Appointment on the Board 31st December 2016
Shareholding in the Company NA
Relationship with other Director/Manager/ NA
KMP, if any
No. of meetings of the Board attended during 2
the year 2016-17
Other Directorship 1. M/s.Kalarickad Riverside Homes
Private Limited
Chairman/ Member of the Committees of NA
Boards of other companies
Proposed Salary No proposed change as of now
None of the directors, key managerial personnel or their relatives is interested or
concerned in the resolution relating to appointment of Mr.Kalarickad Kurian Koshy as Director.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 9
Item 7
Mr.George Kottackattu Thomas(DIN: 01875479), was appointed as an additional director of the company
with effect from 5th April 2017. It is now proposed to appoint him as a Director. He has given his
consent to act as a director, if appointed, and has given the required deposit prescribed under the
provisions of Section 160 of the Companies Act 2013.
Name Mr. George Kottackattu Thomas
DIN 01875479
Date of Birth 05/10/1937
Age 80
Experience Been a director of CTSHL in past. Have
experience in being director of other
companies
Terms and Conditions of appointment/ Nonexecutive director with effect from 5th
re-appointment April 2017
Last drawn remuneration NA
Date of first Appointment on the Board 5th April 2017
Shareholding in the Company 18,010 equity shares of Rs. 10/- each
Relationship with other Director/Manager/ NA
KMP, if any
No. of meetings of the Board attended during NA
the year 2016-17
Other Directorship 1. M/s.Kottakattu Builders and Traders
Private Limited
2. M/s. Vanchinad Hospitals Limited
Chairman/ Member of the Committees of NA
Boards of other companies
Proposed Salary NA
None of the directors, key managerial personnel or their relatives is interested or
concerned in the resolution relating to appointment of Mr.George Kottackattu Thomasas Director.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 10
Item 8
Mr.Thomas Mathew (DIN: 07770063), was appointed as an additional director of the company
with effect from 5th April 2017. It is now proposed to appoint him as a Director. He has given his
consent to act as a director, if appointed, and has given the required deposit prescribed under the
provisions of Section 160 of the Companies Act 2013.
Name Mr. Thomas Mathew
DIN 07770063
Date of Birth 16/03/1945
Age 72
Qualification CA
Experience Experienced Chartered accountant
Terms and Conditions of appointment/ Non executive director appointed
re-appointment on 5th April 2017
Last drawn remuneration NA
Date of first Appointment on the Board 5th April 2017
Shareholding in the Company NA
Relationship with other Director/Manager/ NA
KMP, if any
No. of meetings of the Board attended NA
during the year 2016-17
Other Directorship NIL
Chairman/ Member of the Committees of NA
Boards of other companies
Proposed Salary No proposed change as of now
None of the directors, key managerial personnel or their relatives is interested or
concerned in the resolution relating to appointment of Mr.Thomas Mathew as Director.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 11
Item 9
Mr.KeeriottayilParameswaranChandrasekharan Pillai (DIN: 05359086), was appointed as an
additional director of the company with effect from 5th April 2017. It is now proposed to appoint him
as a Director. He has given his consent to act as a director, if appointed, and has given the required
deposit prescribed under the provisions of Section 160 of the Companies Act 2013.
Name Mr. Keeriottayil Parameswaran
Chandrasekharan Pillai
DIN 05359086
Date of Birth 02/12/1941
Age 76
Experience Retired General Manager,
Steel Authority of India
Terms and Conditions of appointment/ Non executive director appointed on 5th
re-appointment April 2017
Last drawn remuneration NA
Date of first Appointment on the Board 5th April 2017
Shareholding in the Company 2500 equity shares of Rs. 10/- each
Relationship with other Director/Manager/ NA
KMP, if any
No. of meetings of the Board attended during NA
the year 2016-17
Other Directorship NIL
Chairman/ Member of the Committees of Boards NA
of other companies
Proposed Salary NA
None of the directors, key managerial personnel or their relatives is interested or concerned in
the resolution relating to appointment of Mr.KeeriottayilParameswaranChandrasekharan Pillai
as Director.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 12
Item 10
Mr.Krishnan Unni (DIN: 07757139), was appointed as a Whole-time Company Secretary of the
company with effect from 2nd January 2017. He was also appointed as an additional director of the
company with effect from 5th April 2017, has been regularly attending office and involves himself in
the day today affairs of the Company. It is now proposed to appoint him as a Director. He will also
hold the post of Whole-time Company Secretary of the company. He has given his consent to act as
a director, if appointed, and has given the required deposit prescribed under the provisions of Section
160 of the Companies Act 2013
Name Mr. Krishnan Unni
DIN 07757139
Date of Birth 03/06/1985
Age 32
Qualification CS, LLB
Experience Qualified CS having experience in
Corporate Practise
Terms and Conditions of appointment/ Currently CS and remuneration drawn
re-appointment as per employment agreement
Last drawn remuneration Rs.75,000 per month
Date of first Appointment on the Board 5th April 2017
Shareholding in the Company NA
Relationship with other Director/Manager/ NA
KMP, if any
No. of meetings of the Board attended during 2-
the year 2016-17
Other Directorship NIL
Chairman/ Member of the Committees of Boards NA
of other companies
Proposed Salary No proposed change as of now
None of the directors, key managerial personnel or their relatives is interested or
concerned in the resolution relating to appointment of Mr. Krishnan Unni as Director.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 13
BOARD REPORTTo the Members,
Your Directors are pleased to present the 28th Annual Report of the Company together with
the Audited Statements of Accounts for the year ended 31st March, 2017.
1) FINANCIAL RESULTS (RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014)
The Company’s financial performance for the year under review along with previous year’s
figures are given hereunder:
RESULTS in Rs
PARTICULARS 31-03-17 31-03-16
Sales & Other Income 11,21,20,731 11,45,86,664
Depreciation 4,273,113 87,30,661
Total expenditure 20,64,42,078 20,72,01,519
Profit/(Loss) before Tax -9,43,21,348 -9,26,14,855
Profit/(Loss) after Tax -9,39,76,579 -9,31,09,863
2) EXTRACTS OF ANNUAL RETURN (ANNEXURE 1) S.134(3)a
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 is furnished in Annexure 1 and is attached
to this Report.
3) NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR UNDERREVIEW. S.134(3)b
The Company had held 5 Board meetings. 2 Audit Committee meetings and 2 meetings of
Nomination and Remuneration Committee were held during the financial year under review as detailed
in Annexure 1(1) Attached.
4) DIRECTORS RESPONSIBILITY STATEMENT S.134(3)c
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submits its responsibility Statement:-
(i) In the preparation of the annual accounts, 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 at the end of the financial year and of the profit and loss of
the company for that period;
(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;
(iv) The directors had prepared the annual accounts on a going concern basis; and
(v) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 14
5) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT S. 134(3) (ca).
Auditors have not reported any fraud during the year under review.
6) DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149 S. 134(3) d
Pursuant to the provisions of Sections 149, 160, Schedule IV and other applicable provisions,
the company has to appoint a minimum of 2 directors as independent directors satisfying the
conditions mentioned therein.
Mr Ninan C Kuttasseril and Mr Mathew Jacob were appointed as independent directors by the
members at their general meeting held on 29.12.2015 for a period of 5 years.
Independent directors have given a declaration to the Board as per provisions of S.149 (6) of
the Companies Act 2013.
7) NOMINATION AND REMUNERATION COMMITTEE S. 134(3) e
Pursuant to provisions of section 178 of the Companies Act 2013, the Board has reconstituted
Nomination and Remuneration Committee with the following members:
1. Mr. K. Kurian Koshy
2. Mr. Ninan C. Kuttasseril
3. Mr. Mathew Jacob
for formulating the criteria for determining the qualifications, positive attributes and independence
of a director and recommend to the Board a policy, relating to the remuneration for the directors,
key managerial personnel and other employees. Mr. Mathew Jacob will be the Chairman of the
committee.
8) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANYSECRETARY IN THEIR REPORTS S. 134(3) f.
Item No. vii – The Company has paid all ESI contributions for the Financial Year under review,
post the preparation of audited financials. The Company has made all out efforts to ensure that
provident fund amounts and other pending dues are cleared at the earliest.
Item No. xvii – The Company has passed the requisite special resolution by means of a postal
ballot as per the scrutinizers report published on 4th April 2017. Therefore the Company is now
in compliance with Section 180(1)(c) of the Companies Act, 2013 wherein the borrowing limit
has been enhanced to Rs. 35 Crores. This is duly noted by the Auditors in Notes to Financial
Statements Item 2.17 - Events occurring after the balance sheet date.
The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.
9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 : S.134(3) g.
The Company has not given any Loans, guarantees or Investments under Sec 186 of Companies
Act 2013.
10) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDERSEC 188(1) COMPANIES ACT 2013: S. 134(3) h.
Form AOC 2 Attached as Annexure 2
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 15
11) STATE OF COMPANY’S AFFAIRS S.134(3) i.
Brief description of the company’s working during the year/state of company’s affairs
During the year under review, the company has continued to register losses. The Board firmly
believes that the Hospital is viable provided sufficient funds are infused. Despite our efforts to
raise Capital through Rights Issue, the subscription was limited to the dominant shareholder
group and therefore saw a limited success. The Board also requests the shareholders to suggest
any potential investor who may be interested in investing into the Company.
Post April’ 2017, the hospital has seen improvement in terms of increased patient flow and
pharmacy revenue. The was mainly due the efforts in promoting the hospital by conducting
medical camps and its Founding Day. The hospital was also successful in attracting new pool of
talented doctors therby strengthening our departments. Lately, the hospital has obtained the
coveted A Grade NABH SAFE-I certification, owing to the standards we maintain. The Board is
of firm opinion that with a suitable investor coming in, the Company will register a stronger
balance sheet in subsequent years.
12) TRANSFER TO RESERVES S. 134(3) j.
Company has incurred loss during the financial year under review.
13) DIVIDEND S. 134(3) k.
No dividend has been declared due to the loss incurred by the company.
Transfer of unclaimed dividend to investor education and protection fund
In terms of Section 125(2) of the Companies Act, 2013, no unclaimed or unpaid Dividend
relating to the financial year is due for remittance to the Investor Education and Protection Fund
established by the Central Government.
14) MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICHTHIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT S. 134(3)l.
No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statements relate and the date of
this report.
15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO S. 134(3)m.
The information pertaining to conservation of energy, technology absorption, Foreign exchange
Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 3 and is attached
to this report.
16) RISK MANAGEMENT POLICY:- S. 134(3)n.
The Company has a proper risk management policy towards operations and administrative
affairs of the Company. The Whole time Director will review the Policy at regular intervals of time
and ensure proper implementation of the policy formulated.
17) CORPORATE SOCIAL RESPONSIBILTY U/S 135 OF THE COMPANIES ACT 2013 S. 134(3)o.
CSR activity is not applicable to the company.
18) ANNUAL EVALUATION:- 134(3)p.
The Companies Act, 2013 stipulates the performance evaluation of the Directors including
Chairman, Board and its Committees.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 16
The Company has devised the process and the criteria for the performance evaluation which
has been recommended by the Nomination and Remuneration Committee and approved by the
Board.
19) DISCLOSURE UNDER OTHER PROVISIONS OF COMPANIES ACT 2013
i) Share Capital –S. 43 Rule 4(4)
The Company has not issued any Sweat Equity Shares, Employee Stock option and not
called for Buy back of Shares during the current financial Year
A) Issue of equity shares with differential rights – NIL
B) Issue of sweat equity shares – NIL
C) Issue of employee stock options – NIL
D) Provision of money by company for purchase of its own shares by employees or by trustees
for the benefit of employees – NIL
ii) Share Capital and Debentures S. 54 (Rule 8(13)
Disclosure in respect of voting rights not exercised directly by the employees in respect of
shares to which the scheme relates. (Section 67(3) Rule 16(4)
The Company has not issued any sweat equity shares, during the financial year under review.
20. COMPOSITION OF AUDIT COMMITTEE S.177(8)
Pursuant to sec 177(2) of the Act, the Audit Committee of Board has been reconstituted with
Mr. K Kurian Koshy, CFO & Director as its Chairman. Other members of the committee are Mr.
Ninan C. Kuttasseril and Mr Mathew Jacob.
21. REPORT ON VIGIL MECHANISM S.177(9) & (10)
The company is not required to establish vigil mechanism.
22. DISCLOSURE S. 197(14)
Disclosure about receipt of any commission by MD/WTD from the company and also receiving
commission/remuneration from its holding or subsidiary: Remuneration drawn by Mr. Paul Kurien
Polachirakal, Whole-Time Director during the financial year was Rs. 13,20,000/-
23. MANAGERIAL REMUNERATION:
Details of the employee(s) of the Company as required pursuant to Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Rule 5(1) Not applicable since the company is not listed
Rule 5(2)There are no employees in the company drawing remuneration of more than theamount as stipulated in the Rule.
24. CORPORATE GOVERNANCE CERTIFICATE:
The Company is not a listed Company. Hence corporate governance as stipulated in Clause 49
of the Listing agreement is not applicable.
25. STATUTORY AUDITORS
The existing auditors M/s. Mohan & Mohan Associates shall retired at 28th AGM. It is proposed
to appoint M/s. Cyriac & Associates, Chartered Accountants, Thiruvananthapuram, who will
hold the office from the conclusion of the annual general meeting to be held this year till the
conclusion of the annual general meeting to be held in the year 2022 on a remuneration as fixed
by the Board in consultation with them.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 17
The Company has received a letter from M/s. Cyriac & Associates, Chartered Accountants,
Thiruvananthapuram, to the effect that their appointment as Statutory Auditors, if made, would
be in compliance under section(s) 139 and 141(3)g and applicable provisions of the Companies
Act 2013 and that they are not disqualified for such appointment.
RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014
26. MATTERS REQUIRED TO BE DISCLOSED IN ACCORDANCE WITH RULE 8 OF THECOMPANIES (ACCOUNTS) RULES, 2014.
a) Financial Performance- Rule 8(1):-
Already given
b) Contracts or arrangements with related parties Rule- 8(2) :-
ANNEXURE 2
c) Conservation of energy, Technology absorption, Foreign exchange earnings and Outgo-Rule 8(3)
ANNEXURE 3
d) Annual evaluation Report made by the Board Rule 8(4)
NOT APPLICABLE
Rule 8(5)
(i) the financial summary or highlights;
Already given
(ii) the change in the nature of business, if any;
There is no change in the nature of the company’s business during the financial year under
review
(iii) the details of directors or key managerial personnel who were appointed or haveresigned during the year;
1. Mr. KURIEN PAULOSE (DIN: 01788548) Director, retired at the last Annual General Meeting and
was re elected.
2. Mr. KOTTARATHIL JOHN JACOB (DIN: 01844357), Director retired at the last Annual General
Meeting and was re elected.
3. Mr. K KURIAN KOSHY, CFO (DIN: 05261725), has been appointed as Additional Director on 31st
December 2017
4. Disqualifications of directors- NIL
(iv) the names of companies which have become or ceased to be its subsidiaries, jointventures or associate companies during the year;
The company has no subsidiaries/ joint ventures/ associates
(v) the details relating to deposits, covered under Chapter V of the Act,-
(a) accepted during the year; NIL
(b) remained unpaid or unclaimed as at the end of the year; NIL
(c) whether there has been any default in repayment of deposits or payment of interest thereon
during the year and if so, number of such cases and the total amount involved- NIL
(i) at the beginning of the year; NIL
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 18
(ii) maximum during the year; NOT APPLICABLE
(iii) at the end of the year; NOT APPLICABLE
(vi) the details of deposits which are not in compliance with the requirements of ChapterV of the Act;
NIL
(vii)the details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future;
There are no significant orders by Regulators impacting the going concern status of the
company and company’s operations in future;
(viii) Details in respect of adequacy of internal controls with reference to the financialstatements
The company has adequate internal financial controls such as defining authority to authorize
financial transactions. Internal Audit and monthly review of financial statement mechanism are
in vogue. Further the company is not a listed company and hence reporting on this clause does
not arise.
27. DISCLOSURES ABOUT CSR POLICY. Rule 9
CSR activity is not applicable to the company.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PROVISION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. The following is a summary of sexual harassment complaints received
and disposed off during each calendar year.
s No of complaints received: NIL
s No of complaints disposed off: N.A
29 ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants,
and various Government Authorities for their continued support extended to your Company’s
activities during the year under review. Your Directors also acknowledge gratefully the
shareholders for their support and confidence reposed on the Company.
For And On Behalf Of The Board Of Directors OfCentral Travancore Specialists Hospital Limited
Sd/-Kurien Paulose
Date : 22.08.2017 Chairman
Place : Chengannur (DIN: 01788548)
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 19
ANNEXURE -1
Form No. MGT-9
EXTRACT OF ANNUAL RETURNas on the financial year ended on31/03/2017
[Pursuant to section 92(3) of the Companies Act, 2013 and Rule12(1)of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATIONANDOTHERDETAILS
CIN U85110KL1989PLC005489
Registration Date 26/09/1989
Name of the Company Central Travancore Specialists Hospital Limited
Category/sub category Indian non-government company limited by shares
Address of the Registered office MP 1/186 Mulakuzha Changannur
Alappuzha Kerala 689505
Whether Company listed NO
Name, Address and Contact details of NA
Registrar and Transfer Agent, if any
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall
be stated:-
Sr.No. Name and Description of NIC Code of % to total turnover of the
main products/ Services the Product/Services company
1 Healthcare services & Pharmacy 86100 99
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
NOT APPLICABLE
IV. SHAREHOLDING PATTERN
(Equity Share Capital Break up as percentage of Total Equity)
3 Zachariah Paul 01798338 3307000 12.25 3307000 12.25
No. Name of Director Shareholding at the Cumulative shareholding / KMP beginning of the year during the year
Secured Loansexcludingdeposits
Unsecured
LoansDeposits Total
Indebtedness
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 23
B. Remuneration to other directors:
Independent Directors
Fee for attending board committee meetings
·Commission
·Others, please specify NIL NIL
Total (1) NIL NIL
Other Non-Executive Directors
·Fee for attending board committee meetings
·Commission
·Others, please specify NIL NIL
Total(2) NIL NIL
Total(B)=(1+2) NIL NIL
Total Managerial A+ B Remuneration NIL 13,20,000
Overall Ceiling as per the Act
Sl. Particulars of Name of TotalNo. Remuneration Directors Amount
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD : NIL
The Chief Financial Officer Mr. Kurien Koshy and Company Secretary Mr.Krishnan Unni, of the
Company have drawn an amount of Rs. 18,45,893/- and Rs.2,22,581/- as remuneration during the
period under review. Mrs. Soumya Paul, General Manager, relative of Mr. Paul Kurien Polachirakal,
Whole time director of the company has drawn an amount of Rs. 3,60, 000/-as remuneration.
1. Gross salary Rs(a)Salary as per provisions
containedinsection17(1) of the Income-tax Act, Mr. Kurien
1961(b)Value of perquisites u/s17(2)Income-tax Act, Polachirakal
1961(c) Profits in lieu of salary undersection17(3) Whole time
Income- taxAct,1961 Director 13,20,000
2. Stock Option NIL NIL
3. Sweat Equity NIL NIL
4. Commission - as % of profit- others, specify… NIL NIL
5. Others, please specify NIL NIL
Total(A) NIL 13,20,000
Ceiling as per the Act
VI. REMUNERATION OF DIRECTORS AND KEYMANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager
Sl.
No.Particulars of Remuneration
Total
Amount
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 24
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:-***
A.COMPANY
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding 450 Detailed Detailed below RD NIL
below
B.DIRECTORS
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding 450 Detailed Detailed below RD NIL
below
C. OTHER OFFICERS IN DEFAULT
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
Appeals
if any
Type
Section
of the
companies
Act
Brief
description
Details of Penalty/
Punishment/
Compounding
fees imposed
Authority
The Company was not in compliance with section 180 (1) (c) as of 31st March 2017 as the
amounts borrowed were in excess of the limit approved by the shareholders. The Company has
therefore passed a special resolution by means of a postal ballot so as to increase the borrowing
limit to Rs. 35 crores. The total borrowings of the Company as of 31st March 2017 is Rs. 34,12,15,560
within the aforesaid limit. The Company has therefore along with its directors have filed an application
for compounding of offences under Section 450 of the Companies Act, 2013 based on the show
cause notice issued by the regional ROC, Kerala for violation of Section 180(1)(c) as of 31st March
2017. The application is pending with the requisite Governmental authority.
For Central Travancore Specialists Hospital Limited.
Sd/-
PAUL KURIAN POLACHIRAKAL
WHOLE TIME DIRECTOR
DIN: 01838597
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 25
ANNEXURE 1 (1)
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR 2015-16
Date Name of Directors Present Din
30.05.2016 Mr. Paul Kurien Polachirakal 01838597
Mr. Ninan C. Kuttisseril 02499908
Mr. Mathew Jacob 07347170
23.08.2016 Mr. Kurien Poulose 01788548
Mr. Paul Kurien Polachirakal 01838597
Mr. Mathew Jacob 07347170
Mr. Ninan C. Kuttisseril 02499908
30.09.2016 Mr. Paul Kurien Polachirakal 01838597
Mr. Ninan C. Kuttisseril 02499908
Mr. Kurien Poulose 01788548
Dr. Zachariah Paul Polachirakal 0179838
31.12.2016 Mr. Paul Kurien Polachirakal 01838597
Mr. Kurien Poulose 01788548
Mr. Mathew Jacob 07347170
Dr. Zachariah Paul Polachirakal 0179838
Mr. Ninan C. Kuttisseril 02499908
25.01.2017 Mr. Paul Kurien Polachirakal 01838597
Mr. Ninan C. Kuttisseril 02499908
Mr. K. Kurian Koshy 01838597
Mr. Mathew Jacob 07347170
Mr. Kottarathil John Jacob 01844357
Mr. Babu John 01987675
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 26
AUDIT COMMITTEE MEETINGS
Date Name of Directors Present Din
31.12.2016 Mr. Mathew Jacob 07347170
Mr. Ninan C. Kuttisseril 02499908
Mr. K. Kurian Koshy 01838597
23.08.2016 Mr. Mathew Jacob 07347170
Mr. Ninan C. Kuttisseril 02499908
For Central Travancore Specialists Hospital Limited
Sd/-
PAUL KURIAN POLACHIRAKAL
WHOLE TIME DIRECTOR
DIN: 01838597
NOMINATION & REMUNERATION COMMITTEE MEETINGS
Date Name of Directors Present Din
31.12.2016 Mr. Mathew Jacob 07347170
Mr. Ninan C. Kuttisseril 02499908
Mr. K. Kurian Koshy 01838597
23.08.2016 Mr. Mathew Jacob 07347170
Mr. Ninan C. Kuttisseril 02499908
SHAREHOLDER RELATIONSHIP COMMITTEE MEETINGS
Date Name of Directors Present Din
25.01.2016 Mr. Mathew Jacob 07347170
Mr. Ninan C. Kuttisseril 02499908
Mr. K. Kurian Koshy 01838597
23.08.2016 Mr. Mathew Jacob 07347170
Mr. Ninan C. Kuttisseril 02499908
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 27
ANNEXURE -2
FORM AOC – 2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the companywith related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis
(a) Name(s) of the related party and nature of relationship NIL
(b) Nature of contracts / arrangements / transactions NIL
(c) Duration of the contracts / arrangements/transactions NIL
(d) Salient terms of the contracts or arrangements or
transactions including the value, if any NIL
(e) Justification for entering into such contracts or
arrangements or transactions NIL
(f) date(s) of approval by the Board NIL
(g) Amount paid as advances, if any NIL
(h) Date on which the special resolution was passed in
general meeting as required under first proviso to section 188 NIL
2. Details of material contracts or arrangement or transactions at arm’s length basis
(a) Name(s) of the related party and nature of relationship NIL
(b) Nature of contracts/arrangements/transactions
(i) Purchase of goods NIL
(ii) Sale of goods NIL
(c) Duration of the contracts / arrangements / transactions NIL
(d) Salient terms of the contracts or arrangements or transactions
including the value, if any NIL
(e) Date(s) of approval by the Board, if any NIL
(f) Amount paid as advances, if any NIL
Form shall be signed by the persons who have signed the Board’s report.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 28
ANNEXURE -3(A) Conservation of energy-
(i) the steps taken or impact on Employees, customers are educated
conservation of energy; to save electricity by switching off
the same at idle times.
(ii) the steps taken by the company for Steps are being taken to keep energy
utilizing alternate sources of energy; consumption at optimum levels.
(iii) the capital investment on energy NIL
conservation equipments;
(B) Technology absorption-
(i) the efforts made towards technology The company does not use any
absorption; foreign technology.
(ii) the benefits derived like product improvement,
cost reduction, product development or
import substitution;
(iii) in case of imported technology N.A
(imported during the last three years reckoned
from the beginning of the financial year)-
(a) the details of technology imported; N.A
(b) the year of import; N.A
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption N.A
has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and N.A
Development.
(C) Foreign exchange earnings and Outgo- N.A
The Foreign Exchange earned in terms of actual
inflows during the year and the Foreign Exchange
outgo during the year in terms of actual outflows.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 29
INDEPENDENT AUDITOR’S REPORTTo the members of Central Travancore Specialists Hospital Ltd.
Report on the Financial Statements
We have audited the accompanying financial statements of Central Travancore Specialists
Hospital Ltd. (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the
Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of
the significantaccounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for thepreparation of these financial
statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the
Act”) that give a true and fair view of the financial position,financial performance and cash flows
of the Company including its associate in accordance with theaccounting principles generally
accepted in India, including theAccounting Standards specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014.The respective Board of Directors of the
company and its associate are responsible for maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and its
associate and for preventing and detecting fraudsand other irregularities; the selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and the design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether duetofraudorerror,whichhavebeen used for the purpose
of preparation of the financial statements by the Directors of the Company, as aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
While conducting the audit, we have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. 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 the
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 financial
control relevant to the Company’s preparation of the financial statements that give a true and fair
view in order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of
the accounting estimates made by the Company’s Board of Directors, as well as evaluating the
overall presentation of the financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a
basis for our audit opinion on the financial statements.
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 30
For MOHAN & MOHAN ASSOCIATES
Chartered Accountants
R.SURESH MOHAN (Partner)
Mem No. 13398.
Firm No.02092 S
Opinion
In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid 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 generallyaccepted
in India, of the state of affairs of the Company as at 31st March, 2017, and its profit and its cash
flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Act, we give
in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by theCompany
so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement
dealtwith by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the AccountingStandards
specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts)
Rules, 2014.
e) On the basis of the written representations received from the directors as on 31stMarch,
2017 taken on record by the Board of Directors, none of the directors is disqualifiedas on
31st March, 2017 from being appointed as a director in terms of Section 164 (2) of theAct.
f) On the basis of the information and explanation of the Company provided to us, the internal
financial control, framework the report of the internal auditors and in our opinion, the Company
has adequate internal financial controls systems in place and the operating effectiveness
of such controls.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best
of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its
financial statements;
ii. The Company did not have any long term contracts including derivative contracts for which
there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.
Place : Thiruvananthapuram
Date : 22.08.2017
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 31
ANNEXURE TO AUDITORS’ REPORTReferred to in Paragraph 1 of Report on Other Legal andRegulatory Requirements of our
Report of even date
(i) a. The Company has maintained proper records showing full particulars including quantitative
detailsand situation of Fixed Assets.
b. As explained to us, the fixed assets are physically verified by the management, which in
our opinionis reasonable, having regard to the size of the Company and nature of its assets.
c. According to the information and explanation givento us, the title deeds of immovable
properties of the Company are held in the name of the Company.
ii. The inventories have been physically verified duringthe year by the management and in our
opinion, the frequency of verification is reasonable. As explained to us, no material
discrepancies werenoticed on physical verification of inventories ascompared to the book
records.
iii. The Company has not granted any loans, securedor unsecured, to Companies, firms, Limited
LiabilityPartnerships or other parities covered in the Registermaintained under Section 189
of the Companies Act,2013.
iv. In our opinion and according to the informationand explanations given to us, the Company
hascomplied with the provisions of Section 185 and186 of the Companies Act, 2013 in
respect of loans,investments, guarantees and security.
v. In our opinion and according to the informationand explanations given to us, the Company
has notaccepted any deposits during the year. Therefore,the provisions of clause 3 (v) of
the Companies(Auditor’s Report) Order, 2016, are not applicable tothe Company.
vi. The company is not having any inventory other than medicines and consumables and
hence the maintenance of cost records has been specified under subsection (1) of Section
148 of the Act is not applicable.
vii. a. The Company is irregular in depositing withthe appropriate authorities undisputed
statutorydues including provident fund, employees’ stateinsurance, income-tax, sales tax,
service tax,customs duty, excise duty, value added tax, cess andany other material statutory
dues applicable to theCompany.According to the information and explanations givento us,
the following amounts payable in respect ofthe aforesaid dues were in arrears, as at
31.03.2017for a period of more than six months from the datethey became payable.
ParticularsEmployer
contributionEmployee
ContributionTotal
Employee State Insurance 8,70,526 3,20,716 11,91,242
Employee Provident Fund 49,55,591 22,14,623 71,70,214
Total 83,61,456
b. According to the information and explanationsgiven to us, there are no dues of income-tax,
salestax, service tax, customs duty, excise duty andvalue added tax which have not been
deposited onaccount of any dispute:
viii. As the Company have borrowings from Kerala State Industrial Development Corporation for
an amount of Rs.23.76Lakhs (previous year Rs.32.51Lakhs) Interest outstanding on the
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 32
said loan is Rs. 1.25 Lakhs (Previous years. Rs. 0.54 Lakhs). The company has not issued
any debentures as at the balance sheet date, the provisions of Clause 3(ix) of the Order are
not applicable to the Company.
ix. The Company has accumulated losses as at the end of the financial year and it has incurred
any cash losses in the financial year ended on that date and in the immediately preceding
financial years. An year wise details of the losses incurred by the company is as follows;
Mr. Arthungal Yoyakey George 100000 13.34% 100000 13.34%
Mr. Jacob John Kottarathil 50000 6.67% 50000 6.67%
Mr. Thomas M T 50000 6.67% 50000 6.67%
Mr. Varkey Chacko Kuttianickal 50000 6.67% 50000 6.67%
Mr. Paul Kurien Polachirackal 100000 13.34% 100000 13.34%
Mr. Kurien Poulose 50000 6.67% 50000 6.67%
Mr. K T George 50000 6.67% 50000 6.67%
Details of shares held by each shareholder holding more than 5% shares:
Class of shares / Name of
shareholder
As at 31 March, 2017 As at 31 March, 2016
Note 4 Reserves and surplus
As at 31
March, 2017
As at 31
March, 2016
Rs. Rs.
Surplus / (Deficit) in Statement of Profit and Loss
Opening balance -54,68,00,084 -45,36,90,221
Add: Profit / (Loss) for the year -9,39,76,579 -9,31,09,863
-64,07,76,663 -54,68,00,084
Capital Reserve 1,69,667 1,69,667
Total -64,06,06,996 -54,66,30,418
Particulars
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 46
Note 5 Long-term borrowings
As at 31
March, 2017
As at 31
March, 2016
Rs. Rs.
Term loans
Secured from other parties
Kerala State Industrial Development
Corporation
23,76,493 32,51,609
Unsecured Venad Investment Company 15,00,000 15,00,000
38,76,493 47,51,609
Loans and advances from related parties
Unsecured
Loan from Directors 33,73,39,067 28,51,99,667
33,73,39,067 28,51,99,667
Total 34,12,15,560 28,99,51,276
Particulars
Loan from KSIDC is secured by way of pari passu first charge on the movable assets
(except book debts) of the company. In the abnsence of a defined repayment
schedule the original nature of the loan as a long term borrowing is maintained.
Note 6 Other long-term liabilities
As at 31
March, 2017
As at 31
March, 2016
Rs. Rs.
Interest accrued on K S I D C Loan 54,702 1,25,294
Interest accrued on Loans from Directors 13,89,98,323 10,74,79,911
Interest accrued on Loan from Venad Investment
Company
1,11,500 1,52,853
Total 13,91,64,525 10,77,58,058
Particulars
Note 7 Long-term provisions
As at 31
March, 2017
As at 31
March, 2016
Rs. Rs.
Provision for employee benefits:
Provision for gratuity 1,48,99,867 1,29,05,805
Provision for Leave encashment 9,87,322 9,94,561
Total 1,58,87,189 1,39,00,366
Particulars
Central Travancore Specialists Hospital Ltd.
Annual Report 2016-2017 47
Note 8 Trade payables *
As at 31
March, 2017
As at 31
March, 2016
Rs. Rs.
Trade payables:
Acceptances 98,17,246 89,47,386
Total 98,17,246 89,47,386
Particulars
The company has taken steps to identify the suppliers who qualify under the definition of
micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development
Act 2006. Intimations have been received from some of the suppliers regarding their status under
the said Act as at the year end, based on which, principal amount unpaid to such suppliers as at the
year end has been segregated, and the balance as outstanding towards Micro , Small and Medium
Enterprises is Rs. Nil (previous year Nil) . In the opinion of the management, there are no over due
to the above parties and the impact of interest, if any, which may be payable in accordance with the
provisions of the Act, is not material.
Note 9 Other Current Liabilities
As at 31
March, 2017
As at 31
March, 2016
Rs. Rs.
Creditors for Expenses 1,37,37,403 1,45,21,999
Other Liabilities 24,60,270 25,29,879
VAT Payable 53,404 20,511
TDS Payable 5,39,335 4,65,144
Professional Tax Payable 1,97,010 2,47,230
Provident fund payable 79,78,702 26,93,607
Security Service Charge Payable 5,71,108
ESI Payable 11,91,242 8,12,687
Total 2,67,28,475 2,12,91,057
Particulars
All known liabilities have been provided for in the accounts except liabilities of a All known liabilities have been provided for in the accounts except liabilities of a contingent nature,
which have been disclosed at the estimated value as stated below.
Contingent Liabilities: NIL (Previous Year: NIL).
No provision has been made for Income Tax in the absence of any taxable income under Income
Tax Act, 1961 Current year Nil (Previous year: Nil)
Estimated amount of contracts remaining to be executed on capital account not provided for:
Current year Nil (Previous year: Nil)
Ce
ntra
l Trava
nco
re S
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cia
lists Ho
spita
l Ltd.
Annual R
eport 2016-
2017
48
Note 10 Tangible Assets
As at April
1,2016 Additions
Deletions
Adjustments
As at March
31, 2017
Upto March 31,
2016
Provided
during the
Year
Deletions
Adjustments
Upto March 31,
2017
As at March
31, 2017
As at March
31, 2016
1 Land 94,79,799 - - 94,79,799 - - 94,79,799 94,79,799
Tel : 0479-2463079, 2463000, Email: [email protected], Website: centuryhospital.orgCIN-U85110KL1989PLC005489
PROXY FORM(Pursuant to Section 105 (6) of the Companies Act, 2013 and Rule 19 (3) of the Companies (Management & Administration) Rules, 2014)
Name of the Member(s) : ...................................................................................................................................................
E-mail ID : ...................................................................................................................................................
I/We, being the member(s) of .................................................................................................... Shares of Central TravancoreCentral TravancoreCentral TravancoreCentral TravancoreCentral TravancoreSpecialists Hospital LimitedSpecialists Hospital LimitedSpecialists Hospital LimitedSpecialists Hospital LimitedSpecialists Hospital Limited, hereby appoint
1. Name :................................................................................... E-mail ID : ................................................................................
Signature : .................................................................................... or failing him.
2. Name :................................................................................... E-mail ID : ................................................................................
Signature : .................................................................................... or failing him.
3. Name :................................................................................... E-mail ID : ................................................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the for 28th Annual General Meeting tobe held on 28th September, 2017 at 10.30 am at the registered address of the Company and at any adjournment thereof in respectof such resolutions as are indicated below :1. To receive, consider and adopt the audited Profit and Loss account for the year ended 31/03/2017 and the Balance Sheet
of the company as at 31/03/2017 together with the Reports of Directors’ and Auditors’ thereon.2. Appointment of AAppointment of AAppointment of AAppointment of AAppointment of Auditors :uditors :uditors :uditors :uditors : To consider and approve the following resolution as an ordinary resolution:
RESOLVED THAT pursuant to the provisions of Section 139(1) of the Companies Act, 2013, M/s. Cyriac & Associates,Chartered Accountants, Thiruvananthapuram, be and is hereby appointed as Auditors of the company from the conclusionof this meeting till the conclusion of the Annual General Meeting to be held in the year 2022 and that their remunerationbe fixed by the Board of Directors in consultation with the Auditors.
3. To appoint a Director in the place of Mr. Babu John (DIN: 01987675) Director, who retires at this Annual GeneralMeeting and being eligible, offers himself for re-appointment.
4. To appoint a Director in the place of Mr. Zachariah Paul Polachirakal (DIN: 01798338) Director, who retires at thisAnnual General Meeting and being eligible, offers himself for re-appointment.Special BusinessSpecial BusinessSpecial BusinessSpecial BusinessSpecial Business
5. Appointment of Mr. Cherian Cherian Charunilkunnathil as Director:6. Appointment of Mr. Kalarickad Kurian Koshy as Director:7. Appointment of Mr. George Kottackattu Thomas as Director8. Appointment of Mr. Thomas Mathew as Director9. Appointment of Mr. Keeriottayil Parameswaran Chandrasekharan Pillai10. Appointment of Mr. Krishnan Unni as Director:
Signature of Shareholder(s) Signature of Shareholder(s) Signature of Shareholder(s) Signature of Shareholder(s) Signature of Shareholder(s) ................................................................................................................................................................................................... Signature of Proxyholder(s) Signature of Proxyholder(s) Signature of Proxyholder(s) Signature of Proxyholder(s) Signature of Proxyholder(s)...............................................................................................................................................................................
Note : The Proxy Form must be returned so as to reach the Registered Office of the company not less than 48 hoursNote : The Proxy Form must be returned so as to reach the Registered Office of the company not less than 48 hoursNote : The Proxy Form must be returned so as to reach the Registered Office of the company not less than 48 hoursNote : The Proxy Form must be returned so as to reach the Registered Office of the company not less than 48 hoursNote : The Proxy Form must be returned so as to reach the Registered Office of the company not less than 48 hours before the time for holding the aforesaid meeting. The Proxy need not be a member of the Company before the time for holding the aforesaid meeting. The Proxy need not be a member of the Company before the time for holding the aforesaid meeting. The Proxy need not be a member of the Company before the time for holding the aforesaid meeting. The Proxy need not be a member of the Company before the time for holding the aforesaid meeting. The Proxy need not be a member of the Company.....