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The following is a summary of the Down Town Hospital Limited Annual Report for 2023-2024. **Company Overview** Down Town Hospital Limited is incorporated under the Companies Act, 1956, with primary objectives including running a sophisticated, modern hospital, related ancillary businesses, tourism, and real estate. The registered office is located at G.S. Road, Dispur, Guwahati, Assam-781006. The Thirty Eighth Annual General Meeting is scheduled for September 16, 2024. **Board of Directors** The Board of Directors includes Dr. N.N. Dutta (Chairman & Managing Director), Mrs. B. Dutta (Whole Time Director), Ms. M. Dutta (Executive Director), Ms. G. Dutta, Mr. J. Dutta, Mr. B. Datta, Dr. B.K. Gogoi and Ms. S.Tamuli (Nominee of Assam Industrial Development Corporation Ltd). **Auditors** M/S Debashis Mitra & Associates, Chartered Accountants, Guwahati, serves as the statutory auditors of the company. **Ordinary Business** The ordinary business to be conducted at the Annual General Meeting includes: * Adoption of the Audited Financial Statements for the year ending March 31, 2024. * Declaration of dividend of ₹1/- per equity share of face value of ₹10/- each for the Financial Year ended 31st March 2024. * Re-appointment of Mr. Joutishman Dutta (DIN: 06638552) and Prof. Bandana Dutta (DIN: 00704884) as Directors, who retire by rotation. * Appointment of Statutory Auditors, M/s Debashis Mitra & Associates to hold office from the conclusion of the 38th Annual General Meeting till the conclusion of the 43rd Annual General Meeting. **Special Business** The special business to be transacted includes: * Increasing the Authorised Share Capital from ₹5,00,00,000/- (Rupees Five Crores only) to ₹10,00,00,000/- (Rupees Ten Crores only) and altering the Memorandum of Association. The company intends to set up a hotel project, requiring increased funds from shareholders, banks and financial institutions. * Increasing the Borrowing Powers under Section 180(1) (c) of the Companies Act, 2013 up to ₹100 Cr. to meet increased requirements of funds. * Creation of security on the properties of the Company, both present and future, in favour of lenders, for loans and financial assistance. * Approving the issuance of 25,900 sweat equity shares to Dr. Narendra Nath Dutta, Chairman and Managing Director, at a price of ₹173.61/- each including premium of ₹163.61/- each, at a cash consideration of ₹44,96,499/-, based on valuation report dated 04/11/2023 from Registered Valuer Mr. Mayur Agrawal. These shares will be locked in for three years and rank pari passu with existing equity shares. **Financial Performance** The financial highlights of the company during the year under review are: * Gross turnover: ₹8659.09 Lakhs (2023-24) compared to ₹7982.92 Lakhs (2022-23). * Profit before tax: ₹882.58 Lakhs as against ₹766.26 Lakhs in the previous year. * Net profit after tax: ₹615.92 Lakhs (2023-24) compared to ₹536.79 Lakhs (2022-23). * The Directors recommend a dividend of ₹1/- per equity share of face value of ₹10/-. * Issued, Subscribed and Paid-up share capital stood at ₹300.00 lakhs as on March 31, 2024. **Capital Expenditure** During the year, the Company acquired several medical and other equipment including an ECG Machine for cathlab, an AED for Accident & Emergency, and a access-2 analyzer for laboratory, two digital dectars for X-Ray system, one biphasic defibrillator for Accident & Emergency department, one audiometer & BERA for Audiology Department, one Auto refractometer for eye OPD, installed two Effluent Treatment Plants, acquired one 35 watt Holium Laser and one diathermy for the OT and one anthroscopy scope, pump and instruments for the ortho OT. **Reserves** The Board decided to carry ₹88.26 lakhs to its reserves. **Board Meetings & General Meeting** 5 Board meetings were held during the Financial Year 2023-24. The previous Annual General Meeting was held on 25-08-2023, with 12 members present holding 75.91% equity share capital. The upcoming AGM is scheduled for 16th September 2024. **Risk Management, CSR, and Other Disclosures** * The organization has a Risk Management Committee to identify, analyze, and control risks. * The company has a Corporate Social Responsibility (CSR) Committee comprising Ms. Mayurakshi Dutta, Ms. Gariasi Dutta and Dr. Narendra Nath Dutta as the Chairman. The Company has spent ₹11,57,300/- on Sanitation and Hygiene activities during the year in accordance with Schedule VII of the Companies Act 2013. The company has fulfilled its two percent obligation as per section 135(5). * The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has zero tolerance towards sexual harassment at the workplace. * The Annual Return of the Company shall be posted on Company's Website at www.downtownhospital.in. **Auditor's Report** M/s Debashis Mitra & Associates have issued an unmodified opinion on the financial statements. There are some "emphasis of matter" items relating to trade receivables, trade payables, advances to related parties, GST reconciliation, and bad debts. The auditor’s report also mentions a delay of 5 days in transferring unpaid dividend of ₹88,099/- to the Unpaid Dividend Account and notes that the company is yet to get all of its physical shares dematerialized. The company has used an accounting software with audit trail (edit log) facility which operated throughout the year. **Director Changes** Mr. Joutishman Dutta & Prof. Bandana Dutta retire by rotation and are eligible for re-appointment. Dr. B. K. Gogoi was appointed as Additional Director with effect from 25th August, 2023. **Compliance** The Company has complied with applicable principles of Secretarial Standards issued by the Institute of Company Secretaries of India. **Other Key Information** * The company did not give any loan, Guarantee or made any investment under section 186 of the Companies Act 2013. * The company did not hold any public deposits during the year. * There is no change in the nature of the business. * The auditor's report also identifies that the company has given loans to related parties and a trust. * Total CSR amount spent for the financial year has been ₹11,57,300 as against required amount of ₹10,91,100.
down town hospital limited's Thirty Sixth Annual General Meeting will be held on September 30th, 2022, at 12:00 Noon at the Registered Office in Dispur, Guwahati. The Ordinary Business includes receiving and adopting the Audited Financial Statements for the year ending March 31st, 2022, along with the Auditors' and Directors' reports. The meeting will also involve the appointment of a Director in place of Mrs. Bandana Dutta (DIN: 00704884) and Mr. Joutishman Dutta (DIN: 06638552), both retiring by rotation and eligible for reappointment. **Directors' Report for the Financial Year 2021-22:** The directors are presenting the Thirty Sixth Annual Report on the company's business and operations, along with the Audited Statement of Accounts for the year ended March 31st, 2022. **Financial Highlights:** Compared to the previous financial year, the company's performance during the year under review was: * Gross turnover increased to ₹6643.87 Lakhs from ₹5249.08 Lakhs. * Profit before tax increased to ₹582.60 Lakhs from ₹292.66 Lakhs. * The Issued, Subscribed and Paid up share capital of the company stood at ₹300.00 lakhs as of March 31st, 2022. **State of Company's Affairs and Future Outlook:** The company acquired a dialysis machine, an HD Laparoscopy set, two Steris OT lights, and two OT tables for modernizing the existing modular Ortho OT to Modular Glass OT, and upgraded the effluent treatment plant. Two additional 20-passenger Kone elevators are being installed, and one defibrillator, two infusion pumps, and another dialysis machine have been ordered. **Other Key Points:** * No dividend is recommended for the financial year ended 31-03-2022 to fund expansion plans. * The company did not give any loan, Guarantee or made any investment under section 186 of the Companies Act 2013. * The Board decided to transfer ₹58.26 Lakhs to its reserves. * Four Board of Directors meetings were held during the Financial Year 2021-22. * Mrs. Bandana Dutta and Mr. Joutishman Dutta retire by rotation and are eligible for re-appointment. Dr. B.K. Gogoi was appointed as Additional Director with effect from September 30th, 2022. * The company has an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and received one complaint during the Financial Year 2021-22. * M/s. Debashis Mitra & Associates are the Statutory Auditors of the Company. * The company is required to maintain cost records as prescribed under the Companies Act, 2013. **Corporate Social Responsibility (CSR) Initiatives:** The Company has a CSR Committee comprising Ms. Mayurakshi Dutta, Ms. Gariasi Dutta, and Dr. Narendra Nath Dutta as Chairman. Activities focus on promoting sanitation, hygiene, and supplying purified water in Guwahati. **Auditor's Report:** The financial statements of DOWN TOWN HOSPITAL LIMITED have been audited, and in the auditor's opinion, they give a true and fair view of the company's financial position as of March 31st, 2022, in conformity with accounting principles generally accepted in India. The company has an adequate internal financial control system. However, trade receivables & trade payables are subject to final adjustments pending receipt of all confirmations. The company had advanced to Excel Construction Pvt. Ltd, down town enterprises limited, Down Town Consultancy Pvt. Ltd. & provided unsecured loan to Down Town Charity Trust, which are yet to be adjusted in the Books. The GST paid & Accrued is subject to Reconciliation and Rs. 49,24,400/- of bad debts was written off during the year. **Financial Statement Data (as of 31.03.2022):** * **Share capital**: 30,000,000 * **Reserves and surplus**: 437,742,800 * **Long term borrowings**: 8,157,900 * **Trade payable:** 81,626,200 * **Capital work in progress** : 147,200 * **Cash and cash equivalents**: 128,267,400 * **Fixed assets** are provided in detail * **Revenue from operations**: 660,901,100 * **Profit for the Year**: 41,424,400 **Shareholding Pattern (as of 31.03.2022):** * Dr. Narendra Nath Dutta: 20,43,210 shares (68.11%) * Mrs. Bandana Dutta: 1,09,000 shares (3.63%) **Penalties/Punishment/Compounding of Offenses:** There were no penalties, punishments, or compounding of offenses for the company or its directors. The report also contains detailed information regarding: * Statement of changes in Equity * Cash Flow Statement * Notes forming Part of the Financial Statements for the year ended 31.03.2022 * Ratio Analysis and its elements * Key Audit Matters
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