Dear Members,
Your Directors are pleased to present the Twenty Third (23rd) Annual Report
of Thyrocare Technologies Limited ("Company") together with the audited
(Standalone and Consolidated) financial statements for_the financial_year ended March 31,
2023.
FINANCIAL HIGHLIGHTS
The summary of the Company's audited financial performance, both standalone and
consolidated, for the financial year ended March 31, 2023 is given below:
(` in crores)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
486.46 |
561.53 |
526.67 |
588.86 |
Other income |
5.39 |
7.40 |
8.42 |
29.25 |
Total income |
491.85 |
568.93 |
535.09 |
618.11 |
Expenses |
|
|
|
|
Cost of materials consumed |
150.06 |
161.79 |
156.92 |
166.25 |
Purchases of stock-in-trade |
6.11 |
4.32 |
6.11 |
4.32 |
Changes in inventories of stock-in-trade |
0.20 |
(0.88) |
0.20 |
(0.88) |
Employee benefits expense |
102.61 |
58.82 |
106.15 |
61.13 |
Finance cost |
2.25 |
2.38 |
2.35 |
2.37 |
Depreciation and amortisation expense |
34.08 |
28.47 |
38.71 |
33.87 |
Other expenses |
115.47 |
106.65 |
137.24 |
123.15 |
Total expenses |
410.78 |
361.55 |
447.68 |
390.21 |
Profit before share of profit of associate, exceptional items and |
|
|
|
|
|
81.07 |
207.38 |
87.41 |
227.90 |
tax |
|
|
|
|
Exceptional item |
_- |
- |
|
|
Share of (loss) / profit in associate |
- |
- |
1.18 |
(0.18) |
Profit before tax |
81.07 |
207.38 |
88.59 |
227 .72 |
Current tax |
(30.17) |
(56.21) |
(30.16) |
(56.21) |
Deferred tax |
6.07 |
0.88 |
5.93 |
4.63 |
Profit after tax |
56.97 |
152.05 |
64.36 |
176.14 |
Other comprehensive income for the year, net of income tax |
1.54 |
(0.04) |
1.53 |
(0.08) |
Total comprehensive income for the year |
58.51 |
152.01 |
65.89 |
176.06 |
Earnings per share [Nominal value of ` 10 each] |
|
|
|
|
(a) Basic earnings per share (INR) |
10.77 |
28.75 |
12.16 |
33.30 |
(b) Diluted earnings per share (INR) |
10.75 |
28.70 |
12.14 |
33.25 |
On a standalone basis, the Company recorded a Revenue from Operations of Rs. 486.46
crores, during the FY 2022-23, as compared to Rs. 561.53 crores in the previous financial
year. Net profit after tax during the FY 2022-23 is Rs. 56.97 crores as compared to
previous year net profit after tax of Rs. 152.05 crores
On a consolidated basis, the Company recorded a Revenue from Operations of Rs. 526.67
crores, during the FY 2022-23, as compared to Rs. 588.86 crores in the previous financial
year. Net profit after tax during the FY 2022-23 is Rs. 64.36 crores as compared to Rs.
176.14 crores in the previous financial year.
For the financial year 2022-23, the Company has not transferred any amount into General
Reserves and profit for the year forms part of the Retained Earnings.
The financial statements of the Company for the financial year ended March 31, 2023,
forming part of this Annual Report, are prepared in accordance with the Indian Accounting
Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013,
("Act") read with the Companies (Accounts) Rules, 2014.
COMPANY ACHIEVEMENTS AND KEY INITIATIVES
During the financial year 2022-23, the Company achieved several significant milestones
and implemented key initiatives. These accomplishments include:
1) The Company increased the number of labs accredited by the National Accreditation
Board for Testing and Calibration Laboratories ("NABL") from 6 to 20.
2) Approximately 85% of the total samples were processed in the company's NABL
accredited labs in the month of March.
3) The Company conducted a total of approximately 141 million tests during the year
2022-23. This represented a notable 29% year-on-year growth in the total number of tests
conducted.
4) Out of the total tests conducted, approximately 22.3 million non-COVID samples were
processed. This indicated a substantial 39% year-on-year growth in the number of non-COVID
samples processed.
5) The number of active franchisees of the Company increased to more than 7,400. This
represented a significant 70% surge in the total number of active franchisees.
During the financial year 2022-23, the Company took the following initiatives:
1) Extended the flagship preventive care series "Aarogyam" with Pro and Plus
series.
2) Introduced the "Aarogyam 24x7 Non-Fasting" packages.
3) Launched a new series of Investigation packages under the brand "Jaanch."
DIVIDEND
Pursuant to the decision of the Board of Directors of the Company on April 07, 2023,
your Company has paid an interim dividend of ` 18/- per equity share, i.e. 180% of face
value of ` 10/- each for the financial year 2022-23, (subject to deduction of applicable
tax, if any) to those members whose name appeared in the Register of Members as on April
20, 2023, being the record date fixed for this purpose.
Your Directors have decided, having regard to all the relevant factors, that this would
be the full and final dividend for the financial year 2022-23.
CHANGES IN SHARE CAPITAL OF THE COMPANY
Members may note that there was no change in authorised share capital of the Company
during the financial year under review.
However, the fully paid-up equity share capital of the Company was increased on account
of allotment of 26,711 (Twenty-Six Thousand Seven Hundred and Eleven) new equity shares of
face value of Rs. 10/- each (Rupees Ten only) to those eligible employees who had
exercised the stock options granted to them under the Employee Stock Option Scheme 2019 of
the Company ("ESOP Scheme 2019").
The summary of changes in share capital and capital as on March 31, 2023 is as under:
Particulars |
Number of shares |
Amount in ` |
Authorised Share Capital |
|
|
Equity Shares of face value of rupees ten each |
10,00,00,000 |
100,00,00,000 |
Issued, Subscribed and paid-up Equity Share Capital |
|
|
Opening Balance as on April 01, 2022 |
|
|
|
5,29,03,332 |
52,90,33,320 |
(Equity shares of face value of rupees ten each, fully paid-up) |
|
|
Addition on account of allotment of shares under ESOP Scheme 2019 |
|
|
|
26,711 |
2,67,110 |
(Equity shares of face value of rupees ten each, fully paid-up) |
|
|
Closing Balance as on March 31, 2023 |
|
|
|
5,29,30,043 |
52,93,00,430 |
(Equity shares of face value of rupees ten each, fully paid-up) |
|
|
Deposits:
During the Financial Year 2022-23 the Company has not accepted any deposits from the
public and as such, there was no amount outstanding towards repayment of principal or
payment of interest on deposit as on the date of the balance sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP") a) Changes in Directors and
KMP
During the financial year under review, following changes occurred in the constitution
Board of Directors of the Company:
1. Mr. Rahul Guha was appointed as the Managing Director and Chief Executive Officer of
the Company with effect from May 04, 2022. His appointment was duly approved by members of
the Company at the 22nd Annual General Meeting ("AGM") on the Company
held on August 03, 2022 by passing a Special resolution.
2. Consequent on the above, Mr. Dharmil Sheth, who was appointed as Managing Director
from February 12, 2022 to hold office during the interregnum until Mr. Rahul Guha,
Managing Director and Chief Executive Officer takes charge, resigned from the position of
Managing Director on May 04, 2022 and is continuing as a Non-Executive, Non-Independent
Director of the Company.
3. Mr. Vishwas Kulkarni, who was reappointed as a Non-Executive Independent Director of
the Company for a second term of five years effective from August 20, 2019, resigned as an
Independent Director of the Company with effect from close of business hours of May 23,
2023, due to personal reasons. The Board places on record its sincere appreciation for the
contribution made by Mr. Vishwas Kulkarni during his tenure.
4. Dr. Prapti Ishwar Gilada (DIN: 07125024) was appointed as an additional director
designated as an Independent Director of the Company for a period of five years commencing
from July 14, 2023. Her appointment is being placed before the shareholders at ensuing
annual general meeting for their approval.
5. Dr. Harshil Jiten Vora (DIN:10232581) was appointed as an additional director
designated as an Independent Director of the Company for a period of five years commencing
from July 14, 2023. His appointment is being placed before the shareholders at ensuing
annual general meeting for their approval.
6. Dr. Indumati Gopinathan (DIN: 06779331) was appointed as an Independent Director of
the Company for a period of five consecutive years from March 09, 2019 till March 08 2024.
Considering her experience and expertise in the diagnostic business, the Nomination and
Remuneration committee and Board of Directors approved the reappointment of Dr. Indumati
Gopinathan as an Independent Director of the Company for a second term of five consecutive
years with effect from March 9, 2024, subject to approval of the shareholders.
There was no other change in Directors and KMP's during the financial year under review
except as stated above.
In the opinion of the Board, Dr. Prapti Ishwar Gilada (DIN: 07125024), Dr. Harshil
Jiten Vora (DIN:10232581) and Dr. Indumati Gopinathan (DIN:06779331) fulfil the conditions
specified in the Act and the Rules made thereunder, and SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015 ("Listing Regulations") and are
persons of integrity and they possess adequate experience and expertise. The Company has
received notice under Section 160 of the Act proposing appointment/reappointment of Dr.
Prapti Ishwar Gilada (DIN: 07125024), Dr. Harshil Jiten Vora (DIN:10232581) and Dr.
Indumati Gopinathan (DIN:06779331).
After the closure of financial year, Mr. Rahul Guha, Managing Director and Chief
Executive Officer, has also been designated as Chairperson of the Company by the Board of
Directors at their meeting held on April 7, 2023, subject to approval of shareholders of
the Company at the ensuing AGM.
After the closure of financial year, Mr. Sachin Salvi has tendered his resignation from
the post of Chief Financial Officer of the Company, with effect from July 31, 2023 and it
has been accepted.
Brief profile, nature of expertise, details of directorship held in other companies,
chairmanship/membership of Board and committees, shareholding in the Company held by
directors and relationship with directors inter-se and other details as stipulated under
Regulation 36(3) of Listing Regulations, read with the provision of the Secretarial
Standards on General meetings issued by the Institute of Company Secretaries of
India("SS2") relating to the directors proposed to be appointed or reappointed
at the 23rd AGM have been annexed to the notice.
b) Composition of Board of Directors and KMP's
Board of Directors
As on March 31, 2023, the Board of Directors of the Company comprised of 8 (eight)
Directors, including 1 (one) Managing Director (Professional), 3 (three) Non-Executive,
Non-Independent Directors, and 4 (four) Independent Directors (including a Woman
Independent Director). The details of present composition of the board of directors of the
Company are given below:
Sr. No |
Name |
Designation |
Date of change, if applicable |
1 |
Mr. Rahul Guha* |
Managing Director and Chief Executive Officer |
With effect from May 04, 2022 |
2 |
Mr. Dharmil Sheth |
Managing Director |
Up to May 04, 2022 |
|
|
Non-Executive, Non-Independent Director |
With effect from May 04, 2022 |
3 |
Mr. Hardik Dedhia |
Non-Executive, Non-Independent Director |
N.A. |
4 |
Dr. Dhaval Shah |
Non-Executive, Non-Independent Director |
N.A. |
5 |
Mr. G.S. Hegde |
Independent Director |
N.A. |
6 |
Mr. Vishwas Kulkarni@ |
Independent Director |
Up to May 23, 2023 |
7 |
Dr. Neetin Desai |
Independent Director |
N.A. |
8 |
Dr. Indumati Gopinathan |
Independent Director |
N.A. |
9 |
Dr. Prapti Ishwar Gilada$ |
Independent Director |
With effect from July 14, 2023 |
10 |
Dr. Harshil Jiten Vora$ |
Independent Director |
With effect from July 14, 2023 |
* The Board of Directors, in their meeting held on April 07, 2023 have also designated
Mr. Rahul Guha as chairperson of the Company, subject to approval of shareholders in the
ensuing AGM.
Mr. Vishwas Kulkarni Independent Director of the Company, resigned from the Board with
effect from May 23, 2023 due to personal reasons. Dr. Prapti Ishwar Gilada and Dr. Harshil
Jiten Vora have been appointed as additional directors designated as Independent Directors
of the Company for a period of 5 years commencing from July 14, 2023 subject to approval
of the shareholder.
The details of Board and committee position, tenure of Directors, areas of expertise
and other details have been disclosed in the Corporate Governance Report, which is a part
of this report and is also available on the Company's website at
https://investor.thyrocare.com/
The constitution of the Board of your Company is in accordance with Section 149(6) of
the Act, and Regulation 17 of the Listing Regulations. In terms of the provisions of
Sections 2(51) and 203 of the Act, the Company has all the three KMPs in place as on March
31, 2023.
During the financial year under review, all the Independent Directors of the Company
have given their respective declaration(s) of independence in terms of
Section 149(7) of the Act and Regulation 16(1) (b) of the Listing Regulations and that
their names are registered in the Independent Directors' Databank. The Board of Directors
of the Company has satisfied itself and is of the opinion that the Independent Directors
possess relevant expertise and experience, and are persons of integrity.
Based on the written representations received from the directors, none of the above
directors are disqualified under Section 164(2) of the Act or are debarred by SEBI or any
other statutory authority from holding a position as a director. The Independent Directors
have complied with the Code of Conduct prescribed in Schedule IV to the Act. In this
regard, the Company has received affirmation from all the Independent Directors.
Key Managerial Personnel
In terms of the provisions of Sections 2(51) and 203 of the Act, the Company had all
the three KMPs in place during the year under review:
Sr. No |
Name |
Designation |
Date of change during the year, if applicable |
1 |
Mr. Rahul Guha |
Managing Director and Chief Executive Officer* |
With effect from May 04, 2022 |
2 |
Mr. Sachin Salvi** |
Chief Financial Officer |
- |
3 |
Mr. Ramjee Dorai |
Company Secretary & Compliance Officer |
- |
* The Board of Directors, in their meeting held on April 7, 2023 have also
designated Mr. Rahul Guha as chairperson of the Company, subject to approval of
shareholders in the ensuing AGM.
** Mr. Sachin Salvi has resigned as Chief Financial Officer of the company w.e.f July
31, 2023.
c) Directors Liable to retire by Rotation
Pursuant to the provisions of Section 152(6)(d) of the Act read with the relevant rules
made thereunder and the Articles of Association of the Company, Mr. Dharmil Sheth, is
liable to retire by rotation, and being eligible, offers himself for reappointment. A
brief resume of Mr. Dharmil Sheth, being eligible to be re-appointed as director liable to
retire by rotation along with the nature of his expertise, his shareholding in your
Company and other details as stipulated under Regulation 36(3) of the Listing Regulations
forms part of the explanatory statement to the notice calling ensuing 23rd AGM.
The Board hereby recommends his reappointment as Director of the Company at the ensuing 23rd
AGM. d) Performance Evaluation
The criteria for performance evaluation and the statement indicating the manner in
which formal annual evaluation of the Board, its Committees and of individual Directors
has been made are given in the "Corporate Governance Report, which forms part of this
Report.
e) Number of meetings of the Board of Directors
During the financial year under review, the Board of Directors met on four occasions
i.e. on April 29, 2022, August 01, 2022, November 11, 2022 and February 03, 2023.
The intervening gap between the meetings was within the prescribed limit of 120 (One
hundred and Twenty) days as specified in the Act and Listing Regulations. The number of
meetings of the Board that each director attended is provided in the report on Corporate
Governance, annexed to, and forming part of, this report. The necessary quorum was present
during all such meetings.
f) Directors' Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act, your Board of Directors
confirm, to the best of their knowledge and ability, that: (a) in the preparation of the
annual accounts for the financial year ended March 31, 2023, the applicable accounting
standards read with the requirements set out under Schedule III to the Act, have been
followed (b) the Directors have 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, 2023 and
of the Profit of the Company for the year ended on that date; (c) the Directors have taken
proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; (d) the Directors have
prepared the annual accounts on a going concern basis; (e) the Directors have laid down
internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively; and (f) the Directors have devised proper
systems to ensure compliance with the provisions of all applicable laws and such systems
were adequate and operating effectively.
AUDITORS AND AUDITORS' REPORT a) Statutory Auditors and Auditors' Report
M/s. MSKA & Associates, Chartered Accountants, Mumbai (having firm Registration No.
105047W) were appointed at the 21st AGM of the Company held on June 26, 2021,
as Statutory Auditors of the Company for a period of five years i.e. from the conclusion
of the 21st AGM till the conclusion of the 26th AGM.
Total fees of Rs 38,59,545/- (Rupees Thirty Eight Lakhs Fifty Nine Thousand Five
Hundred and Forty Five) excluding GST were paid by the Company and its subsidiary (namely
Nueclear Healthcare Limited ("Nueclear"), for all services including the
reimbursement of out of pocket expenses on a consolidated basis, to the Statutory Auditors
and all entities in the network firm/network entity of which the Statutory Auditors are a
part for FY 2022-23.
The Statutory Auditors of the Company has issued Audit Reports on the Standalone and
Consolidated Annual Financial Statements of the Company with unmodified opinion. The
remarks made in the Auditors' Report are self-explanatory and do not call for any further
comments or explanations as per provisions of Section 134(3)(f) of the Act. The Auditors'
Report does not contain any qualification, reservation, adverse remark or disclaimer.
b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the
Company had appointed M/s. V Suresh Associates, Practicing Company Secretaries, to
conduct Secretarial Audit of the Company for the financial year ended March 31, 2023.
The Secretarial Audit Report issued by M/s. V Suresh Associates, Practicing Company
Secretaries, in Form MR-3 is annexed as Annexure 1 to this Report. The report of
Secretarial Auditors does not contain any qualification, reservation, adverse remark or
disclaimer.
M/s. V. Suresh Associates have also carried out Secretarial Audit of Nueclear, unlisted
material subsidiary, as required under Regulation 24A of the Listing Regulations. The
Secretarial Audit Report of Nueclear is annexed as Annexure 2 to this Report.
c) Cost Records and Cost Auditor
The Company has maintained cost records for the financial year 2022-23 as specified by
Central Government under section 148(1) of the Act and such records have been audited by
the Cost Auditor pursuant to the Companies (Cost Records and Audit) Rules, 2014.
As per the provisions of Section 148 (3) of the Act read with Rule 14 of the Companies
(Audit & Auditors) Rules, 2014, the Board of Directors, on the recommendation of the
Audit Committee, had reappointed Mr. S. Thangavelu, Cost and Management Accountant, as
Cost Auditor for conducting the audit of cost records of the Company for the financial
year 2022-23.
The fees payable to Cost Auditor for Financial year 2022-23 was ratified by the members
of the Company at the 22nd AGM held on August 03, 2022.
d) Internal Auditors
M/s. Ernst & Young, Chartered Accountants, Internal Auditors of the Company,
conducted the Internal Audit for the financial year 2022-23 as per the provisions of
Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014. Their
reports were reviewed by the Audit Committee and follow-up measures were taken wherever
necessary.
e) Reporting of frauds, if any, by Auditors
During the year under review, none of the Auditors, Statutory Auditors, Internal
Auditors, Secretarial Auditors or Cost Auditors have reported that any instance of fraud
that is being or has been committed against the Company by its officers or employees,
details of which need to be mentioned under the provisions of Section 143(12) of the
Companies Act, 2013.
COMMITTEES OF THE BOARD
The Board of Directors of your Company have formed various Committees to effectively
discharge its functions and responsibilities in compliance with the requirements of
applicable laws and as a part of the best corporate governance practices. The terms of
reference and the constitution of those Committees is in compliance with the applicable
laws. The Committees of the Board are as under: a) Audit Committee; b) Nomination and
Remuneration Committee; c) Stakeholder Relationship Committee; d) Corporate Social
Responsibility Committee; e) Risk Management Committee.
The details with respect to the composition, roles, terms of reference, etc. of the
aforesaid committees are given in detail in the "Corporate Governance Report"
which forms part of this Report. The dates on which meetings of Board Committees were held
during the financial year under review and the number of meetings of the Board Committees
that each Director attended is provided in the Corporate Governance Report'. The
minutes of the Meetings of all Committees are circulated to the Board for discussion and
noting. During the year, all recommendation of the Committees were approved by the Board.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES a) Subsidiaries
Nueclear Healthcare Limited ("Nueclear") is the wholly owned subsidiary of
the Company and its entire share capital of 111,11,000 equity shares is held by your
Company through itself and nominee shareholders. Nueclear is a material subsidiary of the
Company in terms of the Listing Regulations.
Nueclear operates a growing network of molecular imaging centres, primarily focused on
early and effective cancer detection and monitoring. Each of Nueclear's imaging centres
uses PET-CT scanners to assist in cancer diagnosis, staging, monitoring of treatment, and
efficacy and evaluation of disease recurrence.
During the financial year under review, Nueclear had 9 centres which are operating
smoothly from various locations as follows:
Fully Owned by Nueclear |
Pet CT Partnership Scheme |
Bangalore |
Borivali, Mumbai |
Hyderabad |
Prabhadevi, Mumbai |
Mumbai |
Nashik |
Delhi |
Vadodara |
|
Surat |
Nueclear also owns and operates a medical cyclotron unit in Navi Mumbai, which produces
the radioactive bio-marker required for PET-CT scanning.
Your Company has joined as a Partner in Pulse Hitech Health Services (Ghatkopar) LLP
("Pulse"), during the financial year under review. Pulse is engaged in providing
various types of digital diagnostic services like CT Scan, MRI Scan, Digital X-ray, etc.
Joining this LLP will give exposure to this kind of business, whereas Nueclear is engaged
in providing PET-CT scan diagnostic services only. Your company has made investment of Rs.
2,55,00,000/- (Rupees Two Crores Fifty Five Lakhs Only) in Pulse with a profit sharing
ratio of 51% in the LLP, and thus Pulse became a subsidiary of your Company effective from
November 24, 2022, upon execution of a Supplementary LLP agreement.
b) Associates
Equinox Labs Private Limited ("Equinox") is an associate company, where your
Company holds 30% of the paid-up equity share capital of Equinox. Equinox is engaged in
the business of water, food and other environment and hygiene testing.
c) Joint Ventures
Your Company presently does not have any Joint Venture.
d) Financial performance of Subsidiaries and Associates
Pursuant to provisions of Section 129 of the Act, your Company shall place Consolidated
Financial Statements before the members for its approval.
A statement containing the salient features of the financial statements of the
Subsidiaries and Associate, pursuant to the first proviso to sub-section (3) of Section
129 in Form No. AOC-1 is annexed to this Report as Annexure 3.
Further, pursuant to the provisions of Section 136 of the Act, the standalone financial
statements of the Company, consolidated financial statements along with relevant documents
and separate audited financial statements in respect of subsidiaries, are available on the
Company's website at https://investor.thyrocare.com/.
Any shareholder may obtain a copy of audited financial statements of the Company and
subsidiary companies as per the provisions of Section 136 of the Act, by reaching out to
the Company at compliances@thyrocare.com.
POLICIES, FRAMEWORK AND CONTROLS
a) Risk Management Framework and Policy
Your Company has in place a Risk Assessment and Management Policy to ensure sustainable
business growth with stability and to promote a pro-active approach in reporting,
evaluating and resolving various risks associated with the business. The main objective of
the Risk Assessment and Management Policy of the Company is to establish a pro-active
approach in foreseeing, evaluating, controlling, mitigating and resolving all kinds of
risks associated with the business, so as to ensure sustainable business growth with
stability. Your Company's SOP's, organizational structure, management systems, code of
conduct, policies and values together govern how your Company conducts its business and
manage associated risks.
The Risk Management policy enables the management to understand the risk environment
and assess the specific risks and potential exposure to your Company, determine how to
deal best with these risks to manage overall potential exposure, monitor and seek
assurance of the effectiveness of the management of these risks and intervene for
improvement where necessary and report throughout the management chain up to the Risk
Management Committee about how risks are being monitored, managed, assured and
improvements are being made
The Risk Assessment and Management Policy of the Company can be accessed on website of
the Company at https://investor.thyrocare.com/corporate-governance-policies/
b) Vigil Mechanism (Whistle Blower Policy)
In accordance with sub-section (9) and (10) of Section 177 of the Act and Regulation 22
of the Listing Regulations, the Company has in place a Vigil Mechanism (Whistle Blower
Policy) to enable Directors and employees to report concerns about unethical behavior,
actual or suspected fraud, or violation of the Company's Code of Conduct. The mechanism
provides for adequate safeguards against victimization of persons who use such mechanism
and makes provision for direct access to the Chairperson of the Audit Committee in
appropriate cases.
The Whistleblower policy of the Company can be accessed on website of the Company at
https://investor. thyrocare.com/corporate-governance-policies/.
During the financial year ended March 31, 2023, the Company has not received any
whistleblower complaints.
c) Policy on Directors' appointment, remuneration, and other details
Your Company's Policy on Remuneration of Directors, Key Managerial Personnel and other
Employees of the Company is formulated to attract, retain and motivate members of the
Board and other executives of the Company. The Remuneration Policy of the Company provides
a well-balanced and performance-related compensation package to the members for the Board
and senior management personnel of the Company, taking into account shareholder's
interests, industry standards and relevant rules and regulations.
The Policy also provides for the criteria and qualification in evaluating the
suitability of a person for being appointed as Director & in senior management that
are relevant for the Company's operations.
The Company's policy relating to appointment of Directors and their remuneration, is
available on the Company's website at https://investor.thyrocare.com/ policies-11/.
d) Policy on prevention of Sexual Harassment
Your Company has adopted a policy and framework on prevention, prohibition and
redressal of sexual harassment at the workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed thereunder ("POSH Act"). As per the requirement of the POSH Act and
Rules made thereunder your Company has formed an Internal Complaints Committee to attend
to any complaint of sexual harassment at the workplace and the process of reporting such
complaints ensures complete anonymity and confidentiality of information.
The statement and disclosures pertaining to POSH Act, are given in the Corporate
Governance Report which forms part of this Report.
e) Dividend Distribution Policy
The dividend declared and paid is in accordance with the Company's Dividend
Distribution Policy, which has been disclosed in the Company's website at https://
investor.thyrocare.com/policies-15/ as required under Regulation 43A of Listing
Regulations.
f) Policy for determining material subsidiary
The Company has formulated a policy for determining Material Subsidiaries. The Policy
is available on the Company's website and can be accessed at
https://investor.thyrocare.com/policies-5/
g) Internal Financial Controls
Internal Financial Controls are an integrated part of the risk management process,
addressing financial risks and financial reporting risks. The Board has adopted policies
and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial disclosures.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, continuous monitoring by functional experts and testing of the
internal financial control systems by the Internal Auditors during the course of their
audits. We believe that these systems provide reasonable assurance that our internal
financial controls are designed effectively considering the nature of our industry and are
operating as intended. During the year, such controls were tested and no reportable
material weakness in the design or operation of such systems was observed.
DISCLOSURES a) Particulars of contracts or arrangements with related parties
All the Contracts/Arrangements/Transections entered by the Company during the financial
year with related parties were in ordinary course of business and on an arm's length
basis.
During the year under review, all transactions entered into with related parties were
approved by the Audit Committee of Board of Directors. Certain transactions, which were
repetitive in nature, were approved through omnibus route.
As per the Listing Regulations, if any related party tractions exceed ` 1,000 crore or
10% of annul consolidated turnover as per last audited financial statements whichever is
lower, would be considered as material and require members' approval. However, there were
no material transactions under taken by the Company with any of its related parties as per
the Act and Listing Regulations. Therefore, the disclosure of related party transactions
as required under section 134 of the Act in form AOC-2 is not applicable to the Company
for FY2022-23.
The Company's Policy on Materiality of Related Party Transactions and Dealing with
Related Party Transactions as approved by the Board can be accessed on the Company's
website at https://investor.thyrocare.com/
wp-content/uploads/2023/06/Policy-on-Related-Party-Transections.pdf
b) Particulars of loans given, investments made, guarantees given, and securities
provided
Particulars of investment made, during the financial year under review are disclosed in
Note 7 to standalone financial statements. During the year the Company has not given any
loan pursuant to Section 186 of the Act. However, during the financial year under review,
the wholly owned subsidiary Nueclear has given a loan of Rs. 6 crores to Pulse for
business purpose.
c) Corporate Social Responsibility Expenditure
Your Company has formed the CSR Committee as per the requirement of the Act. The
details of Composition of CSR Committee is covered in the Corporate Governance Report
which forms part of Annual Report. On recommendation of CSR Committee, the Board of
Directors' of your Company has approved the CSR Policy which is available on the website
of your Company at https://investor.thyrocare.com/policies-3/. The brief outline of the
Corporate Social Responsibility (CSR) Policy of your Company and the the CSR activities
undertaking by the Company during the financial year are set are set out in Annexure 4 of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. Pursuant to the provision of Section 135 of the Companies Act, 2013,
the Company has transferred the total unspent amount relating to the ongoing projects of
2022-23 to a separate bank account within the stipulated time.
d) Particulars of employees
The ratio of the remuneration of each director to the median employee's remuneration
and other details in terms of Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming
part of this report as Annexure 5.
In terms of the provision of Section 197(12) of the Act read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing names of the top ten employees in terms of remuneration drawn and name
and other particulars of the employee drawing remuneration in excess of the limit set out
in the said rules forms part of the same annexure.
e) Employees Stock Purchase / Option Schemes
The members of the Company had approved granting of 5,05,359 Stock Options, equivalent
to 1% of the then paid-up equity share capital of the Company, to be distributed to the
eligible employees over a period of ten years.
Out of this, a total no of 165,410 Options were exercised and equivalent no of shares
have been allotted and a total of 121,287 Options granted are not yet due to exercising.
There is a balance of 218,662 Options.
The Board has decided to modify the ESOP scheme and is placing the proposal to the
Members for their approval at the ensuing AGM, details of which are given in the AGM
Notice.
The disclosure as per rule 12 (9) of the Companies (Share Capital and Debentures)
Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014
relating to Employees Stock Option Scheme is annexed to this report as Annexure 6.
f) Corporate Governance Report
The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing
Regulations is annexed to this Report. The Corporate Governance Report also contains
certain disclosures required under the Act for the financial year under review.
A certificate from M/s. V Suresh, Secretarial Auditor of the Company regarding
compliance of the conditions of Corporate Governance as stipulated in part C of Schedule V
of the Listing Regulations is annexed to the Corporate Governance Report forming part of
this Annual Report.
g) Management's Discussion and analysis
As required under the provisions of Regulation 34 (2) of the Listing Regulations, a
separate section on Management's Discussion and Analysis Report outlining the business of
your Company is annexed to this Report.
h) Business Responsibility and Sustainability Report
As required under the provisions of 34(2) (f) of the Listing Regulations, a separate
section on Business Responsibility and Sustainability Report (BRSR) is annexed to this
Report.
i) Compliance with Secretarial Standards
During the financial year under review, the Company has complied with the requirements
prescribed under the Secretarial Standards on Meetings of the Board of Directors
(SS1) and General Meetings (SS2) read with the applicable circulars issued by
the MCA.
j) Conservation of energy, technology absorption and foreign exchange_earnings and
outgo:
Pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Act,
read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the details of conservation
of energy, technology absorption, foreign exchange earnings and outgo, are given out in
Annexure 7 to this report.
k) Annual Return
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2023, has been placed in the Company's website, on
https://investor.thyrocare.com/annual-return/
m) Material changes and commitments, if any, affecting the financial_position of_the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report
No material changes have occurred subsequent to the end of the financial year of the
Company to which the financial statements relate and till the date of the report, which
will have an impact on the financial position of the Company except of following:
1. The Company has availed equipment financing facility of `45 crores from HDFC Bank
Limited and the purpose of this facility is to meet the funding requirements to complete
the acquisition of lab equipment's; and
2. The Company has paid an interim dividend of ` 18/- per equity share, i.e. 180% of
face value of Rs. 10/- each in the month of April 2023 for the financial year 2022-23,
(subject to deduction of applicable tax, if any) to those members whose name appear in the
Register of Members as on April 20, 2023.
n) Transfer of unpaid/ unclaimed dividend amount and shares to Investor Education &
Protection Fund
Members may please note that as per the provisions of Sections 124 & 125 of the Act
read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, dividends that remain unclaimed for a period of seven years from
the date of transfer to the Unpaid Dividend Account along with underlying shares are being
transferred by the Company to the Investor Education & Protection Fund.
Some of the Shareholders have not claimed dividend for the following years, and these
amounts have been transferred to the Unpaid Dividend Accounts of respective year, and are
liable to be transferred to the Investor Education & Protection Fund after a period of
seven years, as shown below:
Dividend for |
No. of Shareholders who have not claimed |
Unclaimed Amount in ` |
Date of declaration |
Date of transfer to Unpaid Account |
Last date for transfer to Investor Education Fund |
2015-16 Final |
1454 |
192,390 |
12-Sep-16 |
12-Oct-16 |
12-Oct-23 |
2016-17 Interim |
375 |
62,590 |
28-Jan-17 |
27-Feb-17 |
27-Feb-24 |
2016-17 Final |
371 |
72,100 |
12-Aug-17 |
11-Sep-17 |
11-Sep-24 |
2017-18 Interim |
308 |
60,255 |
3-Feb-18 |
5-Mar-18 |
5-Mar-25 |
2017-18 Final |
322 |
55,740 |
1-Sep-18 |
1-Oct-18 |
01- Oct-25 |
2018-19 Final |
236 |
2,07,880 |
24-Aug-19 |
23-Sep-19 |
23-Sep-26 |
2019-20 Interim |
274 |
59,080 |
7-Nov-19 |
7-Dec-19 |
7-Dec-26 |
2020-21 Interim |
362 |
4,02,109 |
28-Oct-20 |
27-Nov-20 |
27-Nov-27 |
2020-21 Final |
309 |
12,21,706 |
26-Jun-21 |
26-Jul-21 |
26-Jul-28 |
2021-22 Interim |
295 |
183,142 |
29-Apr-22 |
29-May-22 |
27-May-29 |
2022-23 Interim |
272 |
1,96,110 |
20-Apr-23 |
20-May-22 |
20-May-30 |
The unclaimed amount out of the Final Dividend declared for the Financial Year 2015-16
is due to be transferred in the current year to the Investor Education & Protection
Fund under the provisions of Section 124 of the Act. This amount will be transferred as
provided within the date specified as per the Act and the rules made thereunder.
Therefore, concerned members may write to the Company or to the Company's Registrar &
Share Transfer Agent i.e. Link Intime India Private Limited, at the earliest, to claim
their dividend. The complete process to claim unclaimed dividend is given on our website
https://investor.thyrocare.com/
Members may note that along with the unclaimed dividend amount, the relevant shares
shall also be transferred to the IEPF Authority. In accordance with the provisions of the
Act, your Company is transferring the corresponding 266 equity shares of ` 10/- each, to
credit of IEPF Authority during the FY 2023-24. Details of unclaimed/unpaid dividends
lying in the unpaid dividend account up to the year, are available on our website
https://investor.thyrocare.com/unclaimed-dividend/
o) Details of Shares in Demat / Unclaimed Suspense Account
The Company does not have any shares in the Demat suspense account or unclaimed
suspense account.
p) Disclosures as per clause 5A to para A of part A of schedule III of Listing
Regulations
Docon Technologies Private Limited, the promoter company of the Company, have made
encumbrance on its entire shareholding i.e. 3,76,56,092 shares (71.14%) in the Company
during the financial year 2022-23 in favour of Vistra ITCL (India) Limited (acting
in its capacity as debenture trustee) for debentures issued by API Holdings Limited, a
promoter group company of the Company pursuant to unattested share pledge agreement
executed amongst Docon and debenture trustee. The said creation of encumbrance on shares
of the Company was duly reported to Stock Exchanges. The details of agreement can access
on https://investor. thyrocare.com/disclosure-under-regulation-30a-of-sebi-lodr/.
Change in the nature of business:
There is no change in the nature of core business of the Company or in that of the
Subsidiary Company during the financial year under review.
Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future:
No significant and material order has been passed by the regulators, courts, or
tribunals impacting the going concern status and company's operations in future.
q) Other Disclosures
- The Company has not made any application and no proceeding is pending under the
provisions of Insolvency and Bankruptcy Code 2016.
- The Company has not made any one-time settlement with any of the banks or financial
institution.
- The Company has not issued any equity shares with differential rights as to dividend,
voting or otherwise
- The Company has not issued any sweat equity shares.
- The Company has not raised any funds through preferential allotment or qualified
institutional placement.
- Managing Director of the Company has not received any remuneration or commission from
any of its subsidiaries.
Acknowledgements
Your Directors wish to take the opportunity to thank all banks for the support extended
by them.
Acknowledgements are also due to our customers for their continued patronage and the
franchisees / authorised service providers and vendors for their co-operation.
Acknowledgments and appreciation are also due to the Employees for their sincere
services towards the organisation.
Your Directors also wish to thank the members for the confidence they have reposed in
the Board of Directors of the Company. Lastly, the Company is also thankful to the
government and its regulatory bodies for their co-operation.
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