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Down Town Hospital Limited Unlisted Shares

Annual Report: 2024

Year: 2024

Annual Report Summary

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.

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