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SANSCO SERVICES - Annual Reports Library Services - www.sansco.net INDRAPRASTHA Apollo Hospitals I touching lives Heal the world 16th Annual Report 2003-2004 \ Indraprastha Medical Corporation Limited www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net BOARD OF DIRECTORS Shri S Regunathan (Chairman) Dr. Prathap C Reddy (Vice Chairman) Shri Anil Thadani Shri Atmaram Jatia Shri Banwari Lai Jatia Dr. B.Venkataraman Shri Deepak Vaidya (Alternate to Shri Anil Thadani) Shri M.K. Bezboruah Shri Prem Pandhi Shri S.P. Aggarwal Shri Satpal Arora (IFCI nominee) Ms. Suneeta Reddy (Alternate to Shri Atmaram Jatia) Lt. General Vijay Lall, PVSM, AVSM, ADC (Retd.) Ms. Anne Marie Moncure EXECUTIVE VICE PRESIDENT Shri V.J. Chacko SENIOR GENERAL MANAGER CUM COMPANY SECRETARY Shri A.K. Singhal REGISTERED OFFICE & HOSPITAL COMPLEX Sarita Vihar, Delhi-Mathura Road, New Delhi-110 044 AUDITORS CONTENTS M/s S.C. Vasudeva & Co. Chartered Accountants Notice 1 New Delhi Directors' Report 9 BANKERS Management Discussion and Oriental Bank of Commerce Analysis Report 13 ICICI Bank Limited Report on Corporate Governance 15 The Jammu & Kashmir Bank Limited Auditors' Report 21 UTI Bank Limited Citi Bank, N.A. Balance Sheet 24 HSBC Limited Profit & Loss Account 25 Place: New Delhi Schedules 26 Date : 26th July, 2004 Cash Flow Statement 34 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net NOTICE Notice is hereby given that the Sixteenth Annual be enacted herein after), Securities Contracts General Meeting of Indraprastha Medical (Regulation) Act, 1956 and rules framed there Corporation Limited will be held on Tuesday, under, SEBI (Delisting of Securities) Guidelines, 31st August, 2004 at 11.00 a.m. at FICCI Golden 2003, Listing Agreements and all other Jubilee Auditorium, Federation House, Tansen applicable laws, rules, regulations and Marg, New Delhi - 110001, to transact the following guidelines and subject to such approval(s), business: permission(s) and sanction(s) as may be necessary and subject to such condition(s) and ORDINARY BUSINESS: modification(s) as may be prescribed/imposed by any authority while granting such 1. To receive, consider and adopt the Audited st approval(s), permission(s) and sanction(s) Balance Sheet as at 31 March, 2004 and the which may be agreed to by the Board of Profit & Loss Account for the year ended on Directors of the Company (hereinafter referred that date together with the Report of Directors' to as "the Board" which term shall be deemed and Auditors' thereon. to include any Committee thereof or any other 2. To declare dividend on shares. person authorized by the Board of Directors) the consent of the Company be and is hereby 3. To elect a Director in place of Shri Banwarilal Jatia accorded to the Board to get the equity shares who retires by rotation and being eligible, offers of the Company delisted from the Delhi Stock himself for re-election. Exchange Association Limited". (DSE) 4. To elect a Director in place of Dr. B. Venkataraman 8. To consider and, if thought fit, to pass with or who retires by rotation and being eligible, offers without modification(s), the following resolution himself for re-election. as a "Special Resolution". 5. To elect a Director in place of Lt. Gen. Vijay Lall, PVSM, AVSM, ADC (Retd.) who retires by "RESOLVED THAT in accordance with the rotation and being eligible, offers himself for provisions of the Section 269 read with re-election. Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and subject 6. To consider and, if thought fit, to pass, with or to such other approvals as may be necessary, without modifications, the following resolution the Company hereby accords its approval for as " Special Resolution": the appointment of Sh. V.J. Chacko as "RESOLVED THAT pursuant to the provisions "Manager" in terms of Section 2(24) of the of Section 224A and other applicable Companies Act, 1956, (designated as Executive Vice President) for a period of one provisions, if any, of the Companies Act, 1956, rd M/s. S.C. Vasudeva & Co., Chartered year effective from 3 February, 2004, on the Accountants, be and is hereby appointed as terms and conditions as given below. However, Auditors of the Company to hold office from Sh. V.J. Chacko shall vacate the office of the conclusion of this Annual General Meeting 'Manager', if and when, the Managing Director of the Company until the conclusion of the next joins the Company. Annual General Meeting of the Company at a remuneration of Rs. 5.25 lacs plus out of pocket Terms & Conditions: - expenses." a. Salary : Rs. 1,25,000/- per month. SPECIAL BUSINESS b. Housing: Rent Free Accommodation. c. Medical Reimbursement: Reimbursement of 7. To consider and, if thought fit, to pass with or Medical Expenses for self and family subject without modification (s), the following resolution to a ceiling of Rs. 50.000/- in a year. as a "Special Resolution". d. Leave Travel Concession: For self and family "RESOLVED THAT subject to the provisions of once in a year subject to a ceiling of the Companies Act, 1956, (including any Rs. 50,0007-. statutory modification(s) or re-enactments e. Club Fees: Fees of one club excluding thereof for the time being in force and as may admission and life membership fee. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net f. Personal Accident Insurance: Premium A. Salary not exceeding Rs. 5,000/- (Rupees Five Thousand only). a) Basic Salary:-Rs. 3,15,000/- (Rupees Three g. Privilege leave, sick leave and all other Lakh Fifteen Thousand only) per month. facilities / benefits according to the Rules of b) Performance bonus as may be decided by the Company. Leave accumulated but not the Board subject to a ceiling of 40% of availed of can be encashed at the end of the basic salary. the tenure. h. Conveyance: Free use of Company car with B. Perquisites driver. a) Rent free furnished accommodation i. Telephone: Free telephone facility at alongwith the benefits of gas, fuel, water, residence. electricity, telephone/fax and watchman as j. In the absence or inadequacy of profits in also upkeep and maintenance of the any financial year, the remuneration payable furnished accommodation; the cost of to the "Manager" by way of salary and which shall not exceed Rs. 80.000/- per perquisites shall not exceed the maximum month; the taxable perquisite value of such limits prescribed under Schedule XIII to the accommodation and its upkeep and Companies Act, 1956." maintenance will be evaluated in accordance with the provisions of the 9. To consider and, if thought fit, to pass with or Income Tax Rules, 1962. Personal long without modification(s) the following resolution distance calls will be billed to Ms. Anne as an "Ordinary Resolution". Marie Moncure. "RESOLVED THAT Shri S Regunathan be and is hereby appointed as Director of the b) Free use of Company car with chauffer; the Company, who shall be liable to retire by running and maintenance expenses of car rotation." including salary of chauffer shall not exceed Rs. 15,0007- per month; the taxable 10. To consider and, if thought fit, to pass with or perquisite value for private use to be without modification(s) the following resolution evaluated in accordance with the Income- as an "Ordinary Resolution". tax Rules, 1962. c) Fee of one club subject to a maximum of "RESOLVED THAT Ms. Anne Marie Moncure be Rs. 2,0007- per month. and is hereby appointed as Director of the Company, who shall be liable to retire by d) Reimbursement of Professional rotation." membership fee subject to a maximum of Rs. 12,0007- per month; the taxable 11. To consider and, if thought fit, to pass with or perquisite value to be evaluated in without modification(s) the following resolution accordance with the Income-tax Rules, as an "Special Resolution". 1962. "RESOLVED THAT subject to the provisions of e) Reimbursement of business class air ticket Section 198, 269, 309 read with Schedule XIII once a year to United States of America and other applicable provisions, if any, of the for self and family; the taxable perquisite Companies Act, 1956 and subject to the value to be evaluated in accordance with approval of the Central Government and such the Income-tax Rules, 1962. other approvals as may be necessary, the f) Group Medical Insurance for self and Company hereby accords its approval for the family; premium not exceeding Rs. 2,0007- appointment of Ms. Anne Marie Moncure as per month. Managing Director of the Company for a period of 3 years effective from the date of her joining g) Group Personal Accident Insurance the Company on the remuneration and terms premium not exceeding Rs. 10007- per and conditions as given below:- month. www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net C. Others The instrument appointing proxy, in order to be effective, must be deposited at the Registered a) Reimbursement of expenses on traveling Office of the Company at least 48 hours before for self and family and transportation of the commencement of the meeting. personal effects on joining duty and upon completion of tenure. 3. The Register of Members and Share Transfer Books of the Company shall remain closed from b) Sign in bonus of US $ 5,000 payable on Friday, 20th August, 2004 to Tuesday, acceptance of appointment. 31st August, 2004 (both days inclusive). 4. Dividend, if declared, will be paid to those c) Notice for separation - either party shall members whose name stand registered on the be at liberty to terminate the appointment Company's Register of Members:- with three months notice in writing to the a) as Beneficial owners as at the end of other or payment of salary in lieu of notice th period.