SUSHRUTA VISRANTHI DHAMA LTD

13th

ANNUAL REPORT

2016-2017

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THIRTEENTH ANNUAL REPORT: 2016-2017

BOARD OF DIRECTORS:

Dr. K. Lakshman Managing Director

Dr. Rajanna Sreedhara Whole-Time Director, Chief Financial Officer

Dr. Vivek Kadambi Director

Mr. S.V.S. Sastry Director

Dr. T. R. Raghu Director

Dr. Rangaraj N Director

Dr. P. M. Chandrasekhara Director

Dr. Ashoka Gurudas Independent Director

Mr. Vasanth Kumar J Independent Director

Dr. Narayanan Raghavan Director

Mrs. Rama SubbaRao Director

Mrs. Prathima V Shetty Director

Mrs. Sweta Singh Company Secretary

BANKERS:

State Bank of India Jayanagar, 2nd Block, Bangalore HDFC Bank Ltd, Jayanagar, 3rd Block, Bangalore. KARNATAKA BANK LTD Raghuvanahalli,

Bangalore-560062 AUDITORS:

M/s. Balakrishna& Co, Chartered Accountants, No.24, Comfort Towers,

10th Cross, Wilson Garden, Bangalore – 560 027

REGISTERED OFFICE:

Sy. No. 18/4, U. M. Kaval

Uttarahali Hobli Thalaghattapura Off Kanakapura Main Road Bangalore South Taluk Bangalore- 560 109

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SushrutaVishranthiDhama Limited

Reg. Off.: Suvidha, Sy. No. 18/4, Thalaghattapura, U.M.Kaval, UttarahalliHobli,

Bangalore South Taluk, Bangalore – 560 109

CIN - U85310KA2004PLC035063

Tel: 080-26951212/1000; website: www.suvidha.co.in;Email: contact@suvidha.co.in

NOTICE

Notice is hereby given that the Thirteenth Annual General Meeting of the Members

of Sushruta Vishranthi Dhama Ltd. will be held at Suvidha Retirement Village, Sy.

No. 18/4, U. M. Kaval, UttarahalliHobli, Thalaghattapura, Bangalore South Taluk,

Bangalore – 560 109 on Sunday, the 10th day of September 2017 at 1.30 p.m. to

transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the financial statements for the year ended 31st

March, 2017 and the Reports of the Directors and Auditors thereon.

2. To appoint a director in place of Dr. T.R. Raghu, who retires by rotation and

being eligible offers himself for re-appointment.

3. To appoint a director in place of Dr. N Rangaraj, who retires by rotation and

being eligible offers himself for re-appointment.

4. To appoint a director in place of Mr. SVS Sastry, who retires by rotation and

being eligible offers himself for re-appointment.

5. To ratify the appointment of M/s. Balakrishna& Co., Chartered Accountants, as

Statutory Auditors of the Company who were appointed at 10th Annual General

Meeting (AGM) held on 27/09/2014 to hold office as statutory auditors of the

Company from the conclusion of 10th AGM to conclusion of 15th AGM for a period

of 5 years at such remuneration plus service tax, out-of-pocket, travelling and

living expenses, etc., as may be mutually agreed between the Board of Directors of

the Company and the Auditors.

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SPECIAL BUSINESS:

6. TO EXTEND THE MEMBERS COMMITTEE TERM BY ONE YEAR.

To consider and, if thought fit to pass with or without modification(s) the following

resolution as an Ordinary Resolution:

“RESOLVED THAT consent of the members be and is hereby accorded to the Board

to extend the term of the Members Committee of the Company by one year till the

date of the next ensuing Annual General Meeting (AGM).‖

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is

hereby authorized to do all such acts, deeds and things and to execute all such

documents, instruments and writings as may be required to give effect to the above

said resolution.‖

By Order of the Board

Sd/-

Dr. K. Lakshman

Managing Director

DIN: 01105610

Registered Office:

Sy. No. 18/4, Thalaghattapura,

U. M. Kaval, UttarahalliHobli,

Bangalore- 560109

Date: 30th July 2017

.

NOTE:

a) A MEMBER ENTITLED TO ATTEND AND VOTE AT ENSUING ANNUAL

GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND

VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER

OF THE COMPANY.

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b) Proxies, in order to be effective, must be duly filled, stamped and signed and

must reach the Registered Office of the Company not later than 48 hours

before the commencement of the meeting. The proxies may be signed by any

one of the joint shareholders.

c) The power of Attorney holders are requested to deposit their POA with the

Company before 48 hours of the commencement of the meeting. They will not

have the right to speak at the meeting but will be entitled to vote.

d) In case of joint holders attending the Meeting, the Member whose name

appears as the first holder in the order of names as per the Register of

Members of the Company will be entitled to vote. However, both the joint

holders may attend the meeting and participate in the discussions.

e) Members seeking any information with regard to the accounts are requested to

write to the Company at an early date, so as to enable the Management to

keep the information ready at the Meeting.

f) The Notice of the AGM along with the Annual Report 2016-17 is being sent by

electronic mode to those Members whose e-mail addresses are registered with

the Company, unless any Member has requested for a physical copy of the

same. For Members who have not registered their e-mail addresses, physical

copies are being sent by the permitted mode.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES

ACT, 2013

ITEM No. 2 To appoint a Director in place of Dr. T.R. Raghu, who retires by

rotation and being eligible offers himself for re-appointment.

Dr. T.R. Raghu was appointed on the Board of the company as a non- executive director on 17th

November 2012.

BRIEF PROFILE:

He is a senior Professor of Cardiology, Head of Dept. of Non-invasive Cardiology at Sri Jayadeva Institute

of Cardiovascular Science and Research, a top notch Medical Institution, considered as one of the

world’s leading cardiology hospital devoting his skills in training Post Graduates in Cardiology and the

treatment of patients with cardiovascular disorders.

Education :

1983 MBBS from Bangalore Medical College, Karnataka

1988 MD (Internal Medicine) from Bangalore Medical College, Karnataka

1991 DM (Cardiology) from KMC, Manipal

A. Key Impact Areas :

He is a result-driven Echo Cardiologist having a career of nearly 3 decades’in delivering quality

cardiovascular care by diagnosing & treating various cardiovascular ailments / Medical Operations

(Cardiology). Presently he is working as Professor (Cardiology); skilled in preventing heart disease in

patients of all ages, working with patients to develop a healthy diet and exercise routine designed to

lower blood pressure, cholesterol or any other factor that may lead to heart disease.

Worked as a Senior Resident in Cardiology (One of the Most Reputed Teaching Institutions in the

country). Gained exposure in the maintenance of CCU entailing Thrombolytic Therapy; proven skills in

making sound diagnoses by following accurate case analysis, examination of patient and interpretation

of diagnostic procedures Rich experience in interpreting Echo cardiographic Doppler Study, Stress Tests

Reports etc.

Significant experience in managing complete hospital administration involving technical, administrative

and manpower (medical and non-medical) management Extensive knowledge of various diagnostic

procedures & clinical activities with capabilities in proving effective clinical & practical knowledge in

non-invasive cardiology Skilled trainer with a merit of training the students on cardiology;

Acted as an evaluator for evaluation of THESIS for awarding Ph.D degree from last 3 years for DM

cardiology students Received Government of India National Merit Scholarship during P U C and MBBS

Leveraged knowledge about different focuses of an interventional cardiologists career and getting tips

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on how to get started and discovering ways how a cardiologist works with patients and how they help

prevent heart disease.

A Perfect People Manager with a merit of directing cross-functional teams, managing complete

requirement cycle and motivating people that spurs people to willingly give 100% effort.

B. Fellowships:

Fellow of Indian College of Cardiology, 1996

American College of Cardiology, 2011

Fellow of European Society of Cardiology 2014

Fellow of Society of Coronary Angiology and Interventions 2015.

C. Social Responsibilities:

He has contributed in free cardiac check-up camps of Rotary Club of Channapatna , since 1996.

Engaged in free Cardiac checking camps in different parts of Karnataka.

None of the Directors or Key Managerial Personnel except Dr. T. R. Raghu is concerned or interested in

the aforesaid resolution.

ITEM NO. 3 To appoint a director in place of Dr. N Rangaraj, who retires by

rotation and being eligible, offers himself for re-appointment.

Dr. N Rangaraj was appointed as non- executive Director on27th September 2014

BRIEF PROFILE:

Dr. Rangaraj was born at the Hassan District into an Agriculturist Family and did his schooling at Ooty, Tamilnadu, B.Sc at Madras University in the year 1962.

He completed his MBBS from BANGALORE MEDICAL COLLEGE in the year 1970.

He started his family Practice as a General Physician at Marathahalli, Bangalore in the year 1971. He started the Cambridge Hospital at Ulsoor, in the year 1981 and later upgraded the same to a presently popular IVF Centre.

He has held the following positions:

a. President - Lions Club of Marthahalli – 1980-82

b. President - Lions Club of Someshwarapura – 1998 - 1999

C. Zone Chairman – Lions International – 1999-2000

D. Founder Secretary and Life Trustee – Globe Eye Foundation at Hoskote, where more than (1 lakh)

free eye surgeries have been done till date. Globe Eye Ophthalmic Institute has trained

innumerable optometrists.

E. Treasurer & Life Member: Bangalore Medical College, Alumni Association - 2000 to 2006

F. BMCAA Vice president - 2006 to 2008

G. BMCAA President - 2008 to 2010

H. Life Trustee: Bangalore Medical College Development Trust since 2006

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Life Member:

1. Indian Medical Association

2. Karnataka Cancer Society

3. Spastic Society of Karnataka

4. Karnataka Medical Council

5. Private Hospitals and nursing homes association of Bangalore

6. Indiranagar Sangeeth Sabha

7. Indiranagar Club

8. Honorary Life Member Karnataka Golf Association

9. Secretary: Spastic Society of Karnataka since 2012and Governing Body Member since 22 yrs

HOBBIES:

Sports Enthusiast

Avid Golfer and Billiards Player

Numismatist and Philatelist with large Antique Collection of watches and Ceramic Bells.

None of the Directors or Key Managerial Personnel of the Company, except Dr. N Rangarajare interested

in any way in the said resolution.

ITEM No. 4To appoint a director in place of Mr. SVS Sastry, who retires by

rotation and being eligible offers himself for re-appointment.

Mr. SVS Sastry was appointed as non- executive Director on 27th September 2014.

BRIEF PROFILE:

As the only son of a former World War II Veteran Indian Air Force Officer, Sastry (Subbu) accompanied

his dad’s various postings all over India which helped him acquire languages and easy socializing skills.

Following his father’s untimely demise while on duty, he came to live in Bombay (Mumbai) at the age of

14. He completed his schooling at Mumbai Alma Mater Don Bosco High School, joined the SIES College

in the Arts & Humanities stream. During the second year of his college (1975), he switched over to the

morning shift of the college and commenced working to help supplement his household income.

His first job was with Blue Star Ltd. as a Sales executive in their Medical Electronics Division. During this

period he also studied Business Management from St. Xavier’s College, Bombay. Later, he joined

another medical equipments start-up company - Cardio Products Corporation, Delhi, where he went on

to set up and head their Western Region branch office based in Mumbai. Desiring a change in his

career, he applied and was successful in joining the JK Group’s Raymond Woollen Mills as an Area

Manager (Marketing) in the middle management level.

Later, he ventured overseas to the Middle East where he served as the Marketing Manager and Head of

Administration with one of the oldest and well-established building materials companies in Dubai. Four

years later he was head-hunted by a large, leading and well known Health Services Pharmaceutical and

Medical equipment company, as their Sales and Marketing Manager.

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While with the Medical group, he was approached by an individual for possible career opportunities

with The British Government in Dubai, UAE. Following successful series of interviews, background

checks and screenings and intensive training, he commenced work in the Immigration and Entry

Clearance (Visas). This was the beginning of his career with Her Majesty’s Government. After about 14

years of Immigration work, he moved to the Department of Industry within the British Government in

the United Kingdom Trade and Investment (UKTI) as a Trade and Investment Officer. His main role was

supporting companies based in United Kingdom to develop their export potential to Dubai and the

Northern Emirates for various sectors, including Education & Skills; IT & ICT; Construction and

Infrastructure; Transportation (Airways, Road, Marine and Railways) and The Automotive Sector

(Specific Sector responsibility). Few of his responsibilities at UKTI included: Market Analytics;

Developing Business Opportunities; Managing Trade Missions & Exhibitions; Initiating, organizing and

co-ordinating Trade Missions and Diplomatic Events (introductions to the host country’s Government);

Assisting the First Secretary (UK Trade & Investment); Diplomatic Post’s Fire Warden for the UKTI, SDI

and IBW departments during times of crisis / emergency; call handler for external emergencies/crisis.

None of the Directors or Key Managerial Personnel of the Company, except Mr. SVS Sastry are

interested in any way in the said resolution.

ITEM NO. 6: EXTENSION OF THE TERM OF MEMBERS COMMITTEE:

The Members Committee (MC) was formed at the AGM held in the year 2013 for a term of one (1) year

and its term was extended by a year in the AGM in 2014, 2015 and subsequently in 2016. Its primary

purpose is to rationalize the Maintenance Fees (MF) structure and act as a ‘bridging agency’ between

the Board and the Shareholders. It has been functioning effectively and the board unanimously decided

to recommend to the members that the term of the MC be extended by one more year.

None of the Directors except the members of the Members Committee/ Key Managerial Personnel of

the Company are interested in any way in the said resolution.

By Order of the Board

Sd/-

Dr. K. Lakshman

Managing Director

DIN: 01105610

Registered Office:

Sy. No. 18/4, Thalaghattapura,

U. M. Kaval, Uttarahalli Hobli,

Bangalore-560109

Date: 30th July 2017

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DIRECTORS’ REPORT

Your Directors are pleased to present their 13th Annual Report together with the

audited statement of accounts of the Company for the year ended March 31, 2017.

1. The Financial Summary or Highlights

Particulars Year Ended

31-03-2017

Year Ended

31-03-2016

Income from operations 16,708,801 15,804,284

Other income 55,17,501 42,95,416

Total 22,226,302 20,099,700

Total Expenditure 40,643,388 38,924,992

Profit/(Loss) before Tax (18,417,086) (18,825,292)

Provision for Taxation (deferred tax) 3,601,122 1,655,903

Profit/(Loss) after Tax (22,018,208) (20,481,195)

2. The state of the Company’s Affairs:

Financial Statements of the company have, been prepared as prescribed in Rule 8(1)

of the Companies Accounts Rules, 2014.

During the year under review, the Company reported a net Loss of Rs.22,018,208/- ,

after considering deferred tax expense of Rs.3,601,122/- . Out of the above loss, Rs.

1, 94,93,992/-is attributable to the depreciation computed in accordance with the

provisions of the Companies act, 2013. Steps are being taken to improve the

performance of the company during the current financial year.

3. Dividend and transfer to reserves:

In view of the loss, your Directors do not recommend declaration of dividend for the

said financial year and the transfer to reserves is not applicable.

4. Operations:

During the year, the Company has allotted equity shares for the exclusive use of two

cottages in phase 1A and has generated capital of Rs.27,00,000/-

The occupancy of cottages by our subscribers was better than previous year, thus

resulting in an increase of operational income from Canteen sales and other services

to Rs.2044601/- fromRs.1518695/-.The Company collected about Rs.14,664,200/-

(as against Rs. 14,285,589/- in the previous financial year) towards Operational

expenses of managing and administering the services by way of Maintenance Fees.

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5. 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 statement relate and the date of the

report:

No Material changes and commitments, affecting the financial position of the

company which have occurred between the end of the financial year of the company

to which the financial statement relate and the date of the report.

7. The change in the nature of business:

There is no change in the nature of the Business during the financial year.

8. PROJECT STATUS:

A. Cottages:

Phase 1 A

With respect to the building project, the part one to ten cottages in phase 1 A, were handed over to the Company in January 2016 and the second part of 2 to 10 cottages were handed over in April 2017. All the cottages have been handed over to the Shareholders as on the date of Report. The road work is fully completed and the Gazebo as well as the viewing deck work is 70% work complete as on the date of Report.

B. Solar Project and Waterproofing of the roof of the cottages:

In the month of April 2016 a solar power committee headed by Prof. Sankar and Dr.

Rajanna Sreedhara and Mr. Sathyamurthy Subba rao as financial and technical

members respectively, was formed to go into details of the Solar Power Project. The

committee short listed Tata Power Solar to undertake the solar project at SUVIDHA

Village. Several feasibility modules were studied including a solar park; huge Club

House Roof top solar park and lastly the roof top of individual cottage. Initially the

projects envisaged the idea of generating the solar power in excess of domestic

consumption and then sell the excess power to the grid maintained by the power

corporation. Later, when the Solar Park as well as he Clubhouse Roof top projects

were shelved, the whole project was downsized to generate and match the domestic

requirement only by adopting cottage roof top project. There have been 42

installations so far and they generate 210 KVA of Power.

Further it was recommended to the shareholders to water proof the roofs of the

cottages before installing the solar panels on the roof. The Shalimar membrane was

chosen as the waterproofing method of choice. The work was completed satisfactorily

under the constant supervision of Prof.Sankar and Mr. S Subba Rao and is waiting

for the clearance from the grid before switching on the system. Meanwhile, a water

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washing system to wash the solar panels at regular intervals has also been

established.

C. Improving the Water Resources and Recharging the Ground Water

On 8th May, 2016 the renowned Lake Expert Mr. Subramanya, visited our Village

and examined the geological variances of the lake bed and opined as under:

• Improving the inflow and storage of the Lake.

Improving bore well yield and recharging by digging and filling with stone jelly

around the bore wells

Introducing some more check dams along the water streams and drainage so

as to slow down the force of the incoming rain water and retaining it.

• Adopt method of water conservation – Adopt Drip irrigation, Renovate STP etc.

In the month of July 2016 A team of experts headed by Prof. Lingaraju Yale from

Vyakthi Vikas Kendra visited the site and conducted a detailed survey of the water

drainage system in the Village and the contour map was developed. They furnished a

detailed report with recommendations on setting up structured check dams,

deepening the surroundings of the existing bore wells, deepening the lake bed,

reinforcing the embankment dam of the lake and establishing a weather station. The

Board decided to undertake the recommended measures by the company itself and

executed the project before the onset of the monsoon.

D). ASSISTED CARE FACILITY

The Board is trying to utilize the space in the club house to provide assisted care or

assisted living facility. This project needs a huge investment and a good partner to

make if viable. Unfortunately, most interested parties are reluctant to invest. They

are ready to start the facility in the existing cottages! At present the Manipal Group

has shown some interest and the Board has constituted a task force to go into

details. It was agreed in the Annual General Meeting held in September 2016 that the

final Agreement with the partners for maintaining ACF shall be approved by the

shareholders in the general meeting.

E. Water Conservation

The methodology suggested by Prof. Sankar regarding water conservation was very

convincing and appropriately selected. Under this module the diameter of the

watering and sprinkler pipe was reduced to half an inch from that of one inch.

Accordingly, several meters of new half an inch garden hose has been procured and

being commissioned on a regular basis.

F. Bore well Water treatment

As per the annual schedule and the chemical composition of the borewell water the

water is treated and filtered before pumping into the general utility. The storage

tanks were also thoroughly scrubbed and cleaned. Old filters and the membranes

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were replaced as per the schedule at a substantial cost even after using our own

labour.

G. Main Gate Security Cabin

The installation of the main gate security cabin and the main gates was undertaken

after obtaining a detailed plan to incorporate a well designed staff change rooms and

security cabins with required security related facilities. The main structure came up

by May 2016 and the same was inaugurated on 1st day of November 2016 during

Rajyosthava day celebration.

H. Renovation of the Staff Quarters

Two twin blocked staff quarters were heavily leaking during monsoon and needed

revising the roof to make it water proof. At the same time the walls and the flooring

needed repair and corrective measures. New street lights were also established. The

project was completed in a record time without disturbing the residents.

I. Efficient Mobile Connectivity and Emergency Call System

On 24thFebruary 2017 a thirty meter tall tower was erected by the Airtel service

providers to boost the signals received. From early June 2017 the residents are

enjoying a powerful 4G signals. The reliable and efficient mobile connectivity has

made way to establish an emergency call system ―bSafe‖, where in case of an

emergency one can reach the medical assistance as well as their immediate relative

by touch of a button.

J. New roofed Car Park Facility

New roofed car facility came up next to the new security cabin with an innovative

design that blends well with the background location. The new carpark is spacious

and well designed to drive in and out without any hindrance. There are 24 covered

car parks. Well thought landscaping and grass flooring have enhanced the overall

beauty of the new carpark. The new parking spaces were allotted on a lottery basis in

the month of December 2016.

K. MANAGEMENT COMMITTEES/ TASK FORCES

During the year under review your Company put in initiatives to streamline its

Operations by constituting the following Committees/Task Forces:

Finance Task Force:

Dr. Rajanna Sreedhara – Convenor

Mr. Vasanth Kumar J

Dr. K. Lakshman

Projects Task Force:

Dr. K. Lakshman – Convenor

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Health Care Task Force:

Dr. P.M. Chandrasekhar - Convenor

Dr. Sukumar Shetty

Dr. Lakshmi Dey

Cultural Task Force:

Dr. Vivek Kadambi - Convenor

Landscaping Task Force:

Dr. P.M. Chandrasekhara

Dr. Narayanan Raghavan

Mrs. Shobini Gurudas

Club House Task Force:

Dr. Rangaraj- Chairperson

Kitchen Task Force:

Dr. P.M. Chandrasekhara – Convenor

Mr. Veeranna Chigateri

Mr. Chandrakant Bhat

Mrs. Padma Sanker

Mrs. Ratna Papanna Gowda

Mrs. Chandravati

Technical Task Force:

Mr. Satya Murthy SubbaRao- convenor

Mr. Manohar

Mr, Nagendra

Mr. Jaisim

Marketing Task Force:

Dr. K. Lakshman- Convenor

Mr. S.V.S. Sastry

Dr. Vivek Kadambi

Security Matters:

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Dr. K. Lakshman- Convenor

Mr. S.V.S. Sastry

Land Matters:

Dr. T. R. Raghu – Convenor

Members Committee:

Dr. Rangaraj – Convenor

Mr. Sivankoli Srinivasan

Dr. RajannaSreedhara

Mr. PapannaGowda

Mr. B. Shivananda Aradhya

Mr. Vijay KumarAluri

Mr. Vaidyanathan

Office Task Force:

Mrs. Prathima V Shetty

Mrs. Rama Subba Rao

Mr. SVS Sastry

Dr. P. M. Chandrasekhara

Sexual harassment committee

Mrs. Satya Prabhakar

Dr. Lakshmi Dey

Mrs. Malathi Somashekar

No cases of sexual harassment were reported during the year.

L. Shareholders’ Communication

1 - News Letter:A monthly news letter namely SUVIDHA NEWS LETTER was started

from January 2014. The news letter is being released on 15th of every month to

update each and every shareholder about the happenings at the village.The Board

recognizes the excellent work done in compiling and dispatching the newsletter which

is well received by the Shareholders of the Company and would like to thank Mr.

Vijay Kumar Aluri and Dr. P.M. Chandrasekhara for their committed work.

2 – Open house Meetings:

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During the year under review, three open house meetings were conducted to discuss

issues important to the residents and shareholders. Minutes of these meetings are

regularly circulated to all shareholders. The opinions expressed at these meetings are

considered by the Board and appropriate actions initiated. The shareholders are

encouraged to write to the Management on issues of importance to them to be

included in the subsequent open house meetings.

3. Resident & Visitors Manual (RVM)

The RVM was discussed and adapted at the Extra-Ordinary General Body Meeting

held on 12-07-2014. The Company adheres to the principles and guidelines set out in

the RVM in the day to day running of operations. There were certain amendments, as

per the special resolution passed in the Extra- ordinary General Meeting (EGM) held

on5th February 2017, owing to giving a legal status to the RVM and including the

terms in the Articles of Association of the Company. The Member’s Committee has

the responsibility to ascertain that the rules of RVM are followed by the Cottage

allottees.

4. Maintenance Fee

The Company has kept the maintenance fees steady at Rs. 6,000/- (Rupees Six

Thousand only) plus service tax during the year under review.

M. Major Events

(i) LIBRARY

Suvidha library was shifted from the basement floor to a more spacious and well

spread first floor recreation hall. The library hall is well lighted and furnished with

comfortable well suited furniture. The glass windows were covered with sun film and

curtain. The residents are continuing to donate their book collection and sometimes

it becomes difficult to accept all their collection.

ii. KITCHEN

Mr. Padmanabhan was appointed as a senior cook with effect from November 2016;

in place of Mr. Balakrishna who resigned in the previous month. He has a rich

experience of 35 years. Mr. Padmanabhan has vast experience in the management of

food and beverage services at centres for the senior citizens. He has introduced a

detailed weekly menu card with variety of healthy south Indian dishes. Further, he

has introduced token system and receipts for food received by the outsiders to

prevent the revenue leakage. The members of the Kitchen committee are taking

interest in overall improvement in the kitchen services which includes introduction of

new food carriers, stainless steel cups for drinking water and the hot beverages, and

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a new wasted food separator from the dinner plate to separate the organic waste,

non-organic waste and reusable items.

iii. FITNESS PROGRAMME FOR THE SENIORS

The gym room and its equipment are maintained well and the senior using it is

steadily increasing. In addition, the badminton court in the basement area has been

spruced and the facility for badminton and basket ball has been introduced.

The residents have taken initiative to arrange lecture demonstration of yoga, and

conducting yoga classes under the guidance of yoga instructor.

iv. PROGRAMME ON FALL PREVENTION

On September 9th, 2016, the new Neighbourhood WhatsApp Group along with the

Suvidha management had arranged a lecture programme on ―Fall Prevention

Awareness‖ to commemorate the ―Fall Prevention Week‖. The programme consisted

of an interactive session conducted by Dr. Asha Naik who is a very learned and

popular chief physiotherapist at Sagar Hospitals. She explained and demonstrated

some important dos and don’ts through a vivid power point presentation. At the close

of the session, she encouraged some seniors to participate in demonstrating few

simple exercises to get a feel of it. She has taken interest to even examine and

suggest postural remedies for a few residents with their specific locomotion problems.

V. NEW ELECTRIC SCOOTER :

Anew electric scooter was acquired from Ampere Vehicles Pvt. Ltd. Coimbatore with a

factory fitted with metal basket in the rear to hold the water bottles and the food

carriers. This will reduce the work load on Buggies which is being used to distribute

water, food, newspaper and the circulars and post from the office apart from the trips

made by the technicians to switch on and off the borewells and the water pumps at

regular intervals.

Vi. Reports of Committees/Task Forces:

SUVIDHA Landscaping Committee

SUVIDHA Landscaping Committee (SLC) is a voluntary organisation constituted in

the month of February 2014 to govern and to go into details of scheduling the

functioning of landscape activities in SUVIDHA village. Further, it is envisaged that

this committee would be able to successfully address the garden related issues at the

individual cottage level after an in-depth analysis of the inputs collected from the

residents of the village. The committee usually meets once a week and discusses the

activities of the SUVIDHA greenery which includes the residents requests or

comments. The committee also invites experts in the field whenever they visit the

village as guests of the residents. There is a provision to entertain the residents’

requests in person; where a resident can discuss his or her problem or request in

person following a prior written request. The residents are expected to draw the

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attention of SLC through a request form or by emailing to the convener of the

committee. In addition there is also a provision to discuss the issues related to SLC

during the monthly ―Open House‖ programme. Standard operating procedure (SOP)

for procuring the consumables, plants and the implements is well drawn and

practiced.

Highlights of the Landscaping Activities:

LANDSCAPING

During the current year starting from April 2016 more than 500 new plants were

planted at various locations in the Village and at the periphery also. Sapling donation

came from various shareholders. Mr. Kumar from the forest department donated a

variety of plants in batches and these plants were planted on Vanamahostava Day at

SUVIDHA on 15th August 2016

Landscaping project in front of 115 cottages is being completed following earthwork

done to divert the rainwater from entering the front portion of the cottages and

washing away the top soil.

Landscaping work in front of Phase-1A was completed on a large scale after removing

the construction material.

Gap in the Landscape behind the Cottage 77 and 78 was completed and beautified

with appropriate plants in and around the natural rock formation in the area. For an

easy approach, steps to the park in front of cottage # 150 were laid along with a hand

railing support.

Beatification of the in and out road from the security cabin gate to the Club House

was completed with appropriate landscaping programme. Dr. Narayanan donated

four stone pillared pagoda and the same was transferred and erected behind the Ist

Security cabin and the area was cleared and landscaped with appropriate placement

of stone pillars to beautify the small park with the benches. The park was declared

open on 25th May 2017.

Green House Project

The Landscape committee at Suvidha was looking for a well structured greenhouse to

propagate the seedlings and a place to propagate the plants and for potting the

plants for a long period of time since the makeshift so called nursery was inadequate

in several respects. The much awaited opportunity came when there was a proposal

to dismantle the ―store ―behind cottage number 181. At this juncture, it was

proposed to retain the basic structure of the ―Store‖ and modify it into two portions

ie. [a] Green House and [b]. Garden Workshop to carry out the garden related

activities in a scientific way. The engineers and specialists in the field of green house

constructions were consulted and the project was envisaged. On third November

2016 the green house and the plant workshop was inaugurated by Mr S R Sampath

who is a specialist in the field of plants and their propagation.

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Vii. The Board appreciates the contribution and the participation of Ladies Club and

other members for organizing various social, cultural, spiritual programmes, yoga,

Lunch-ons for members and staff of SUVIDHA, screening of movies etc.

HIGHLIGHTS OF ACTIVITIES ORGANIZED BY LADIES CLUB:

Bharathanatyam by Ms. Maya Guru

Suvidha Ladies Club organized an evening of dance by Ms. Maya Guru on 11-06-

2016.

She is the granddaughter of Mrs. Usha Kurpad and Gp. Capt. S.S. Kurpad of Cottage

# 50. The programme and dinner were sponsored by Mrs. Usha Kurpad and Gp.

Capt. S.S. Kurpad. A student of Altamont High School of Birmingham, Alabama,

USA, she has been learning Bharathanatyam for the past nine years. Her first

dancing steps were under the tutelage of Guru Yamuna Srinidhi in Houston, Texas.

She has been performing on various occasions like Kannada Rajyotsava, Sankranti

etc in USA.

The Ladies organized a discussion session on Intellectual Freedom in Ancient India -

―The Hymn of Creation‖ -chaired by Prof. Rukmani on Sunday, 19th June 2016 at the

Banquet Hall from 11A.M to 12 Noon. The program was well attended and the Q&A

session was very interesting and educative.

Smt. Vasanthi Naik along with the members of the Ladies Club organized a two-day

long discourse programme by different authorities. There was a discourse on

Adhyaatma rendered by Sri Narasimha Prabhu, followed by Pravachana by Smt.

Bhavana Prabhu and later by Bhajan Programme. Many interesting subjects came up

for elaborate discussion which included Meditation, Vendantha and Dasa sahithya

etc. The whole programme was a new experience for the residents who attended the

discourses with rapt attention.

The Ladies Club of Suvidha arranged the Vinayaka Chathurthi celebration on 5-09-

2016on a grand scale. The residents as well as the staff participated in the event in a

disciplined way whereby each and everyone had the opportunity to do Aarthi.

Staff Sports Meet At Suvidha

Suvidha has been buzzing with sports and cultural activities. A Sports Meet was held

for the Staff Members. All the Staff Members, including the Security Guards, took

part in the meet enthusiastically. Prizes for the winners and snacks were sponsored

by the Ladies' Club. At the conclusion of the events, the winners of the games

received their worthy trophies from Smt. Mythili Sampath, a senior resident and

former Asst. State Commissioner Guides, Bharat Scouts & Guides, Karnataka State.

To add a silver lining to the occasion, Mrs. Shobini Gurudas and Dr Ashoka

Gurudas, our Director, graciously sponsored and distributed special gifts to all the

Staff Members.

India’s Amazing Bio Diversity :

SUVIDHA Ladies club arranged a talk on the said topic by Mr. Champati of Cottage #

115A, who took the entire audience through a spell-binding experience of a slideshow

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of Indian animals in their wild habitat. The naturalist, Mr. Champati with 35 years of

experience in the wild life photography and conservation, shared some of the rarest

encounters with the animals that are at the verge of extinction.

Talk by Prof. E.C.G. Sudarshan on “SUNYA”

Suvidha Ladies Club organised a talk by internationally renowned physicist Prof.

E.C.G. Sudarshan, professor at the University of Texas, Austin, USA. The topic of the

talk was "Emptiness (Sunya): How does one understand it‖.

Prof. Sudarshan is the recipient of many prestigious awards worldwide for his

innumerable contributions in the fields of Physics, Philosophy and Vedanta. He has

published 10 books and presented more than 400 papers in refereed journals around

the world. In his distinguished career of more than half a century Prof Sudarshan

has been associated at different times with the Indian Institute of Science, Institute of

Mathematical Sciences, Chennai, Harvard University, University of Rochester, Tata

Institute of Fundamental Research, to name a few.

The learned professor was conferred Padma Bhushan (1974) and Padma Vibhushan

(2007) by the Government of India in recognition of his outstanding contributions to

the world of science.

Viii. The Board appreciates the work done by the members of the Kitchen Committee

in streamlining the activities of the Kitchen. There has been a significant

improvement in the functioning of the kitchen.

The Board would like to thank the staff and the members of the Kitchen Committee

for their hard work and efforts put by them.

Ix. Contributions to improve the quality of life in the village

On behalf of all residents of Suvidha, the Directors gratefully acknowledge generous

contributions from individuals towards improvements in the village.

X. Directors or Key Managerial Personnel:

The Constitution of the board is as follows:

Sl.No. Name of the Director Designation

1 Dr. K Lakshman Managing Director

2 Dr. Rajanna Sreedhara Whole time Director and CFO

3 Dr. P.M. Chandrasekhara Director

4 Dr. Vivek Kadambi Director

5 Mr. Vasanth Kumar J Independent Director

6 Dr. Ashoka Gurudas Independent Director

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7 Dr. T. R. Raghu Director

8 Mr S. V. S. Sastry Director

9 Dr N Rangaraj Director

10 Dr. Narayanan Raghavan Director

11 Mrs. Rama SubbaRao Director

12 Mrs. Prathima V Shetty Director

1. Mrs. Ahalaya H Shetty vacated her office w.e.f. 18th September 2016.The Board

places on record its appreciation of the invaluable contribution and guidance

provided by her.

2. The office of Dr. Narayanan Raghavan, was regularized as a Director in the AGM held

on 18th September 2016.

3. The office of Mrs. Rama SubbaRao, was regularized as a Director in the AGM held on

18th September 2016.

4. Mrs. Prathima V Shetty was appointed as a Director on the Board in the Annual

General Meeting of the Company held on 18th September 2016.

5. During the year, the non-executive directors of the Company had no pecuniary

relationship or transactions with the Company.

6. Sitting fees of Rs. 1,000/- is paid to Mr. Vasanth J, Independent Director for

attending the Board meetings of the Company.

9. Meetings of the Board of Directors and their committees:

BOARD MEETINGS:

The Board has met thirteen times during the financial year on the following dates:

16.04.2016, 12.05.2016, 11.06.2016, 07.07.2016, 06.08.2016, 19.08.2016,

10.09.2016, 29.09.2016, 16.10.2016, 24.11.2016, 14.12.2016, 29.12.2016,

29.01.2017

AUDIT COMMITTEE

The members of the Audit committee have met five times on the following dates:

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11.06.16, 06.08.2016, 13.08,16, 14.12.2016 and 05.02.2017

NOMINATION AND REMUNERATION COMMITTEE:

The members of Nomination and Remuneration committee have met two times on the

following dates:

11.06.2016 and 05.02.2017

SHARE TRANSFER COMMITTEE:

The members of Share transfer committee have met six times on the following dates:

05.06.16, 23.06.16, 1.09.2016, 29.01.2017, 26.02.2017 and 06.03.2017

10. Deposits

During the year under consideration, the Company has not accepted any deposits;

hence, the provisions with respect to the deposits, covered under section 73 to 76 of

the Companies Act, 2013 (hereinafter referred to as the Act) read with Companies

(Acceptance of Deposits) Rules 2014 made under Chapter V of the Act are not

applicable.

11. The details of significant and material orders passed by the regulators or

courts or tribunals impacting the going concern status and company’s

operations in future:

No orders were passed by the Regulators or Courts or Tribunals impacting the going

concern status and company’s operations in future.

12. Directors’ Responsibility Statement as per Section 134(5) of the

Companies Act, 2013:

As required U/s 134 (5) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting

standards had been followed along with proper explanation relating to material

departures;

(b) 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

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at the end of the financial year 31st March 2017and of the profit and loss of the

company for that period;

(c) 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;

(d) the directors had prepared the annual accounts for the period ending 31st

March 2017on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the

company and that such internal financial controls are adequate and were

operating effectively.

(f) 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.

13. A statement indicating the manner in which formal annual evaluation has

been made by the Board of its own performance and that of its Committees

and individual Directors:

The board of directors has carried out an annual evaluation of its own performance,

Board committees and individual directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from

all the directors on the basis of the criteria such as the Board composition and

structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs

from the committee members on the basis of the criteria such as the composition of

committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (―NRC‖) reviewed the

performance of the individual directors on the basis of the criteria such as the

contribution of the individual director to the Board and committee meetings like

preparedness on the issues to be discussed, meaningful and constructive

contribution and inputs in meetings, etc.

They also reviewed the performance of the Company Secretary, and considered the

same to be satisfactory.

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The key points in the policy relating to the remuneration for the directors, KMPs and

other employees are as follows:

All directors including the Managing Director and Whole time Director work

voluntarily and without any remuneration

Independent directors will be offered a nominal remuneration; they willbe paid

if they accept the offer of payment.

All other employees will be paid in accordance with 'market forces’.

It will conform to the minimum wage act.

14. A statement on Declaration given by Independent Directors under sub-

section (6) of Section 149:

The Board has received the declaration from all the Independent Directors as per the

requirement of Section 149(7) and the Board is satisfied that all the Independent

Directors meets the criterion of independence as mentioned in Section 149(6).

15. Policy on Directors’ Appointment and Remuneration and other details:

The Company has devised a Policy for performance evaluation of Independent

Directors, Board, Committees and other individual Directors which include criteria

for performance evaluation of the non-executive directors and executive directors.

However, as the Company is running into losses, no remuneration is paid to the

Directors and the Independent Director except sitting fees of Rs. 1000/- for attending

Board meetings to Mr. Vasanth Kumar J.

15. Policy for Selection of Directors and determining Directors’ independence

1. Introduction

1.1 Suvidha believes that an enlightened Board consciously creates a culture of

leadership to provide a long-term vision and policy approach to improve the quality of

governance.

Towards this, Suvidha ensures constitution of a Board of Directors with an

appropriate composition, size, diversified expertise and experience and commitment

to discharge their responsibilities and duties effectively.

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1.2 Suvidha recognizes the importance of Independent Directors in achieving the

effectiveness of the Board. Suvidha aims to have an optimum combination of

Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration

Committee (NRC) for identifying persons who are qualified to become Directors and to

determine the independence of Directors, in case of their appointment as

independent directors of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 ―Director‖ means a director appointed to the Board of a company.

3.2 ―Nomination and Remuneration Committee‖ means the committee constituted by

Suvidha’s Board in accordance with the provisions of Section 178 of the Companies

Act, 2013.

3.3 ―Independent Director‖ means a director referred to in sub-section (6) of Section

149 of the Companies Act, 2013.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration Committee (NRC), and the Board, shall

review on an annual basis, appropriate skills, knowledge and experience required of

the Board as a whole and its individual members. The objective is to have a Board

with diverse background and experience that are relevant for the Company’s global

operations.

4.1.2 In evaluating the suitability of individual Board members, the NRC may take

into account factors, such as:

General understanding of the Company’s business dynamics and social perspective;

Educational and professional background;

Standing in the profession;

Personal and professional ethics, integrity and values;

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Willingness to devote sufficient time and energy in carrying out their duties

and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

Shall possess a Director Identification Number;

Shall not be disqualified under the Companies Act, 2013;

Shall give his written consent to act as a Director;

Shall endeavor to attend all Board Meetings and wherever he is appointed as a

Committee Member, the Committee Meetings;

Shall abide by the Code of Conduct established by the Company for Directors

and Senior Management Personnel;

Shall disclose his concern or interest in any company or companies or bodies

corporate, firms, or other association of individuals including his shareholding

at the first meeting of the Board in every financial year and thereafter

whenever there is a change in the disclosures already made;

Such other requirements as may be prescribed, from time to time, under the

Companies Act, 2013 and other relevant laws.

4.1.4 The NRC shall evaluate each individual with the objective of having a group

that best enables the success of the Company’s business.

4.2 Criteria of Independence

4.2.1 The NRC shall assess the independence of Directors at the time of appointment

/ re-appointment and the Board shall assess the same annually. The Board shall re-

assess determinations of independence when any new interests or relationships are

disclosed by a Director.

4.2.2 The criteria of independence, as laid down in Companies Act, 2013 is as below:

An independent director in relation to a company, means a director other than a

managing director or a whole-time director or a nominee director—

a. who, in the opinion of the Board, is a person of integrity and possesses relevant

expertise and experience;

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b. (i) who is or was not a promoter of the company or its holding, subsidiary or

associate company;

(ii) who is not related to promoters or directors in the company, its holding,

subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding,

subsidiary or associate company, or their promoters, or directors, during the

two immediately preceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with

the company, its holding, subsidiary or associate company, or their promoters,

or directors, amounting to two percent or more of its gross turnover or total

income or fifty lakhs rupees or such higher amount as may be prescribed,

whichever is lower, during the two immediately preceding financial years or

during the current financial year;

e. who, neither himself nor any of his relatives—

i. holds or has held the position of a key managerial personnel or is or has

been employee of the company or its holding, subsidiary or associate

company in any of the three financial years immediately preceding the

financial year in which he is proposed to be appointed;

ii. is or has been an employee or proprietor or a partner, in any of the three

financial years immediately preceding the financial year in which he is

proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of

the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the

company, its holding, subsidiary or associate company amounting to

ten per cent or more of the gross turnover of such firm;

iii. holds together with his relatives two percent or more of the total voting

power of the company; or

iv. is a Chief Executive or director, by whatever name called, of any nonprofit

organization that receives twenty-five percent or more of its receipts from

the company, any of its promoters, directors or its holding, subsidiary or

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associate company or that holds two per cent or more of the total voting

power of the company; or

v. is a material supplier, service provider or customer or a Lessor or lessee of

the company.

f. Shall possess appropriate skills, experience and knowledge in one or more

fields of finance, law, management, sales, marketing, administration, research,

corporate governance, technical operations, corporate social responsibility or

other disciplines related to the Company’s business.

g. Shall possess such other qualifications as may be prescribed, from time to

time, under the Companies Act, 2013.

h. who is not less than 21 years of age.

4.2.3 The Independent Directors shall abide by the ―Code for Independent Directors‖

as specified in Schedule IV to the Companies Act, 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and

experience to contribute to effective Board performance. Accordingly, members

should voluntarily limit their directorships in other listed public limited companies in

such a way that it does not interfere with their role as directors of the Company. The

NRC shall take into account the nature of, and the time involved in a Director’s

service on other Boards, in evaluating the suitability of the individual Director and

making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not

more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed

Companies and not more than 3 Listed Companies in case he is serving as a Whole-

time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as

Chairman of more than 5 Committees across all companies in which he holds

directorships.

16. Remuneration Policy for Directors, Key Managerial Personnel and other

employees

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1. Introduction

1.1 Suvidha recognizes the importance of aligning the business objectives with

specific and measureable individual objectives and targets. The Company has

therefore formulated the remuneration policy for its directors, key managerial

personnel and other employees keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable and

sufficient to attract, retain and motivate, to run the company successfully.

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets

the performance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay

reflecting short and long term performance objectives appropriate to the working of

the company and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration

Committee for recommending to the Board the remuneration of the directors, key

managerial personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 ―Director‖ means a director appointed to the Board of the Company.

3.2 ―Key Managerial Personnel‖ means

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act, 2013.

3.3 ―Nomination and Remuneration Committee‖ means the committee constituted by

Suvidha’s Board in accordance with the provisions of Section 178 of the Companies

Act, 2013.

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4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration

Committee (NRC), shall review and approve the remuneration payable to the

Executive Directors of the Company within the overall limits approved by the

shareholders.

4.1.2 The Board, on the recommendation of the NRC, shall also review and approve

the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial

Personnel shall include the following components:

(i) Basic Pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv)Commission (Applicable in case of Executive Directors)

(v) Retirement benefits

(vi)Annual Performance Bonus

4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives

(Executive Committee) shall be reviewed by the NRC and Annual Performance Bonus

will be approved by the Committee based on the achievements against the Annual

Plan and Objectives. No remuneration is paid to the Executive Directors. However,

the Company Secretary (KMP) is paid remuneration as dependant on the market

forces.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Non- Executive Directors on the Board, are working on an honorary basis

and are not paid any remuneration by the Company. Further, there is no sitting fees

also paid to them.

4.3. Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work

experience, competencies as well as their roles and responsibilities in the

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organization. Individual remuneration shall be determined within the appropriate

grade and shall be based on various factors such as job profile, skill sets, seniority,

experience and prevailing remuneration levels for equivalent jobs.

17. Internal Financial Control Systems and their adequacy:

A company's internal financial control over financial reporting is a process designed

to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company's internal financial control over

financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles,

and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and (3)

provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use, or disposition of the company's assets that could have

a material effect on the financial statements.

The Company has, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial

reporting were operating effectively as at March 31, 2017, based on the internal

control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued by the Institute of

Chartered Accountants of India.

18. Committees of the Company:

1. Audit Committee

Mr. Vasanth Kumar J Chairperson

Dr. RajannaSreedhara Member

Dr. Ashoka Gurudas Member

2. Nomination and Remuneration Committee

Mr. Vasanth Kumar J Chairperson

Dr. P. M. Chandrasekhara Member

Dr. AshokaGurudas Member

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19. Auditors:

M/s. Balakrishna and Co, Chartered Accountants, the Statutory Auditor of the

Company, who were appointed at 10th AGM held on 27/09/2014 to hold office as

statutory auditors of the Company from the conclusion of 10th AGM to conclusion of

15th AGM for a period of 5 years, being eligible expressed their willingness to

continue. As per the proviso to section 139(1), the Company shall need to place the

matter relating to such appointment for ratification by the members at every AGM.

Your directors recommend for ratification of their appointment till the conclusion of

next AGM.

20. Explanations or comments on qualification, reservation or adverse remark

or disclaimer made by the Auditors:

Independent Auditors Report:

The Notes to Accounts forming part of Annual accounts are Self-Explanatory and

need no further explanation. There are no qualifications/remarks raised in Auditors

Report requiring clarification.

21. Conservation of Energy and Technology Absorption, Foreign Exchange

Earnings & Outgo:

(A). Conservation of energy

(i) the steps taken or impact on

conservation of energy

The Company has installed Solar

water heaters for each of the

cottages to ensure energy saving

and active work undertaken to

explore the feasibility of solar

energy.

(ii) the steps taken by the Company for

utilising alternate source of energy

Use of battery powered vehicles for

transportation within the

community

(iii) the capital investment on energy

conservation equipment

As energy costs comprise a very

small part of our total expenses,

the financial impact of these

measures is not material

(B). Technology absorption

(i) the efforts made towards technology

absorption

Nil

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(ii) the benefits derived like product

improvement, cost reduction,

production development or impact

substitution

Nil

(iii) in case of imported technology

(imported during the last three

reckoned from the beginning of the

financial year :-

(a) the details of technology imported

(b) the year of import

(c) whether the technology been fully

absorbed

(d) if not fully absorbed, areas where

absorption has not taken place, and

the reasons thereof; and

Nil

(iv) the expenditure incurred on

Research and Development

As the Company was mainly

engaged in the business of

Retirement Village, there are no

matters to report on these aspects.

(C). Foreign Exchange Earnings &

Outgo

Foreign exchange Earnings NIL

Foreign exchange Outgo NIL

22. Extract of Annual Return:

As provided under Section 92(3) of the Act, the extract of annual return is given in

Annexure I in the prescribed Form MGT-9, which forms part of this report.

23. Particulars of Loans, Guarantees and Investments:

The particulars of loans, guarantees and investments have been disclosed in the

financial statements.

24. Transactions with Related Parties:

During the financial year 2016-2017, no transactions were carried out with related

parties, hence reporting in Form AOC-2 is not applicable.

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25. Development and Implementation of a Risk Management Policy for the

Company including identification therein of elements of risk:

The Company has developed risk management policy in consultation with the

members of the Audit Committee and the Directors of the Company. The Board is

responsible for reviewing the risk management plan and ensuring its effectiveness.

The audit committee has additional oversight in the area of financial risks and

controls. Major risks identified by the businesses and functions are systematically

addressed through mitigating actions on a continuing basis.

Suvidha enterprise risk management policy involves risk identification, assessment

and risk mitigation planning for strategic, operational and compliance related risks

across business units, functions and geographies.

Compliance management has been significantly strengthened by the deployment of

an integrated compliance management and governance framework. This covers

regulatory compliance certification across all applicable laws. The Audit committee at

corporate level guides and monitors the deployment of the compliance framework.

The Company ensures compliance of fiscal, employment, immigration and labor laws.

A robust internal check process is deployed to prevent and limit risk of non-

compliance.

26. Suvidha’s View on Risk

Risk Appetite

Suvidha’s risk appetite is linked to its strategic approach and is based on the stance

it has taken across four areas:

Strategic and commercial: Suvidha manages strategic risk in the pursuit of profitable

growth in both mature and emerging markets. Given the volatile markets and

economic climate in which it operates, the adaptability of its people, its service

offering, and its infrastructure are key to manage its risk.

Safety and operations: Suvidha is committed to conduct all its activities in such a

manner so as to avoid harm to employees and the community. It strives to deliver

safe, reliable and compliant operations.

Compliance and control: Compliance with laws and regulations is fundamental to

maintain to operate. Suvidha also believes that accurate and reliable information

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provides a competitive advantage and is key to effective management of its business.

It therefore accepts minimal risk in relation to reporting risks.

Financial: Suvidha manages financial risk to maintain a prudent financing strategy,

even when undertaking major investment, and therefore taking controlled risks in

this area.

Risk factors

Suvidha emphasizes on those risks that threaten the achievement of business

objectives of the Company over the short to medium term. An overview of these risks

is provided hereafter, including the actions taken to mitigate these risks and any

related opportunities:

i) Strategic and Commercial risks

ii) Prices and markets

Prolonged unfavorable conditions could also result in cancellation of purchase of

residential cottages or impairment of assets.

Mitigation: Since Suvidha sells two types of cottages, this risk can be avoided.

Major project execution risk

(i) Suvidha’s future growth plans depend upon successful delivery of Cottages.

Delivery of these Cottages is a key to Suvidha’s future financial performance.

Managing the risks related to the delivery of these cottages is a key to enhance

Suvidha’s long-term shareholder value.

Mitigation: Project risk management is embedded in the way Suvidha delivers

cottages. These includes a specialized project delivery function with experience

project management professionals, project risk modeling on a project-by-project

basis, partnering with experienced vendors to execute complex projects and ongoing

review and escalation of issues that undermine project success.

ii) Compliance and control risks

a. Regulatory compliance risks

The evolution of the global regulatory environment has resulted into increased

regulatory scrutiny that has raised the minimum standards to be maintained by

Page36of74

Suvidha. This signifies the alignment of corporate performance objectives, while

ensuring compliance with regulatory requirements.

Mitigation: Suvidharecognizes that regulatory requirements can at times be

challenging, and therefore will:

Strive to understand the changing regulatory standards, so as to strengthen

its decision making processes and integrate these in the business strategy of

each of the industries in which it operates.

Drive business performance through the convergence of risk, compliance

processes and controls mechanisms to ensure continued operational efficiency

and effectiveness.

iii Financial risks

a. Treasury risks

Treasury risks include, among others, exposure to movements in interest rates and

foreign exchange rates. Suvidha also maintains sufficient liquidity, so that it is able

to meet its financial commitments on due dates and is not forced to obtain funds at

higher interest rates.

b. Interest rate risk

Suvidha borrows funds from financial institutions to meet its long-term and short-

term funding requirements. It is subject to risks arising from fluctuations in interest

rates.

Mitigation: The interest rate risk is managed and is aimed at reducing the cost of

borrowings.

C. CHALLENGES FACED BY THE COMPANY:

(i) Mrs. Shailaja Yale has filed a case regarding maintenance fees, challenging the

legality of the Annual General Meeting of the year 2015 wherein it was decided

that the shareholders must meet the expenses towards maintenance of cottage. In

this context, the company has put forward their arguments. Now it is on the

complainant to put forward their arguments and they have not done this in

several hearings so far. The judge has given them more opportunities for

presenting their arguments for the case.

Page37of74

(ii) The Company has received a service tax notice questioning the model on which

SUVIDHA has been registered as a Company. They have issued the notice for the

payment of a large sum of money as service tax. The Company has hired the service

of a service tax specialist and has questioned the veracity of this notice in the Service

Tax Tribunal.

(iii) The Government has rejected the application for conversion of three acres of land.

However, based on very strong legal grounds the rejection has been questioned by the

Company and they have hired services of a specialist lawyer.

(iv) The Company is pursuing the jurisdictional issue of SUVIDHA with the Government

as to whether they belong to Kaggalipura or BBMP. The Company is actively pursuing

the matter with Government.

(v) The matter regarding the 11 E sketch is also being pursued actively by the company

and it is likely to be resolved in the near future.

D. RBI MATTERS:

The Company has filed the Advance Reporting and FCGPR for allotment of equity

shares to certain investors. However, these forms have been filed with a delay and as

certain KYCs were not received by the AD bank, the UIN has not been allotted by RBI.

After following up and meeting the RBI officials face to face, the Company has

received a list of discrepancies from RBI and they have asked the Company to

resubmit all the forms along with the certificates issued by the CA and CS.

The RBI will again review the forms and then forward it to the Compounding

authority for processing it further.

27. The detailed reasons for revision of such financial statement or report:

The Company has not revised the Financial Statements or Reports.

28. Bankers & Financial Institutions

The Board takes this opportunity to express its gratitude for the valuable support

and financial assistance received from HDFC Bank Limited, SBI-Jayanagar and

Karnataka Bank- Raghuvanahalli.

29. The Company is not required to disclose details of remuneration of employees

as per Rule 5 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 as none of the employees fall under this requirement.

30. Appreciation

Page38of74

Your Directors take this opportunity to express their sincere appreciation for the

excellent support and co-operation extended by the shareholders, customers,

suppliers and other business associates. Your Directors gratefully acknowledge the

on-going co-operation and support provided by Central and State Governments and

all Regulatory bodies.

Your Directors place on record their deep appreciation for the exemplary contribution

made by employees at all levels. Their dedicated efforts and enthusiasm have been

pivotal to your Company’s growth.

For and on behalf of the Board

Sd/- Sd/- Sd/-

Dr. K. Lakshman Dr. Rajanna Sreedhara Mr. SVS Sastry

Managing Director Whole time director & CFO Director

DIN: 01105610 DIN: 00893778 DIN: 06974873

Place: Bengaluru

Date: 30th July 2017

Page39of74

Annexure I

FormNo.MGT-9

EXTRACT OF ANNUAL RETURNAS ON THE FINANCIAL YEAR ENDED ON

MARCH 31, 2017.

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of

theCompanies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN U85310KA2004PLC035063

ii. Registration Date 19.11.2004

iii. Name of the Company Sushruta Vishranthi Dhama Limited

iv. Category/Sub-Category of the

Company

Company Limited by shares / Indian

Non-Government Company

v. Address of the Registered office and

contact details

Sy. No. 18/4, Talaghattapura, U. M.

Kaval, Uttarahalli Hobli, Bangalore

South, Bangalore-560109, Karnataka

vi. Whether listed company No

vii. Name, Address and Contact details of

Registrar and Transfer Agent, if any

NA

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.N

o.

Name and Description of main

products/ services

NIC Code of

the Product/

service

% to total turnover of the

company

1 Maintenance, Repair and

Running a retirement,

Rehabilitation Home and/or

Health Club related services

8730 100

Page40of74

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.

No.

Name And

Address Of The

Company

CIN/GLN Holding/

Subsidiary/

Associate

%of

shares

held

Applicable

Section

1. NIL NIL NIL NIL NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as

percentage of Total Equity)

i.Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the

beginning of the year (31.03.2016)

No. of Shares held

at the end of the year (31.03.2017)

%change during

the year

Demat Physical Total % of

Total

Shares

Demat Physical Total %of total

shares

A. Promoter

1) Indian NIL NIL NIL NIL NIL NIL NIL NIL NIL

a) Individual/ HUF

b) Central Govt.

c) State Govt(s)

d) Bodies Corp

e) Banks / FI

f) Any Other

Sub-total(A)(1):-

2) Foreign NIL NIL NIL NIL NIL NIL NIL NIL NIL

g) NRIs-Individuals

h) Other-Individuals

i) Bodies Corp.

j) Banks / FI

k) Any Other….

Sub-total(A)(2):-

B. Public

Page41of74

Shareholding

1. Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt.

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

g) FIIs

h)Foreign Venture Capital Funds

i) Others(specify)

Sub-total(B)(1) NIL NIL NIL NIL NIL NIL NIL NIL NIL

2. Non Institutions

j) Bodies Corp. (i) Indian

(ii) Overseas

k) Individuals (i) Individual

shareholders

holding nominal

share capital

uptoRs. 1 lakh

(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

NIL

3225000

3225

000

100

NIL

3255

000

3255

000

100

0.93

l) Others (Specify)

Sub-total(B)(2) NIL 3225000 3225

000

100 NIL 3255

000

3255

000

100 0.93

Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

NIL 3225000 3225

000

100 NIL 3255

000

3255

000

100 0.93

Page42of74

C. Shares held

by Custodian

for GDRs

&ADRs

NIL NIL NIL NIL NIL NIL NIL NIL NIL

Grand Total

(A+B+C)

NIL 3225000 3225

000

100 NIL 3255

000

3255

000

100 0.93

ii.Shareholding of Promoters:

Sr.

No

Shareholder’s

Name

Shareholding at the

beginning of the year

Shareholding at the end

of the year

No. of

Shares

% of total

Shares of

the

company

%of Shares

Pledged /

encumbered to

total shares

No. of

Shar

es

% of total

Shares of

the

company

%of Shares

Pledged /

encumbered

to total

shares

% change in

share holding

during the

year

1. NIL NIL NIL NIL NIL NIL NIL NIL

Total NIL NIL NIL NIL NIL NIL NIL

iii.Change in Promoters ’Shareholding (please specify, if there is no

change Sr.

no Shareholding at the beginning of

the year

Cumulative Shareholding during

the year

No. of shares % of total

shares of the

company

No. of shares % of total

shares of the

company

At the beginning of the

year

NIL NIL NIL NIL

Date wise Increase /

Decrease in Promoters

Share holding during the

year specifying the

reasons for increase

/ decrease (e.g.

allotment / transfer /

bonus/ sweat equity

etc):

NIL NIL NIL NIL

At the End of the year NIL NIL NIL NIL

Page43of74

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)#

Sr.

no

Top 10 Shareholders* Shareholding at the beginning of

the year01-04-2016

Cumulative Shareholding at end of

the year 31-03-2017

No. of shares % of total

shares of the

company

No. of shares % of total

shares of the

company

1 Sampath Kumar B.T

&VimalaSampath

Kumar

30000 0.93 30000 0.92

2 SukumarShetty&Vije

shShetty

30000 0.93 30000 0.92

3 Rama

IyerSankar&Padmava

thySankar

30000 0.93 30000 0.92

4 RajeswariSubramany

a&JinkaSubramanya

30000 0.93 30000 0.92

5 SubbaRao 30000 0.93 30000 0.92

6 Jaisim Krishna

Rao&GeetaJaisim

30000 0.93 30000 0.92

7 VasanthaBattini 30000 0.93 30000 0.92

8 VivekNarendran&Ma

mataNarendran

30000 0.93 30000 0.92

9 Lakshmi Dey& Ashok

Dey

30000 0.93 30000 0.92

10 G. K. Raju 30000 0.93 30000 0.92

* The Company has not allotted any shares to the existing top ten equity

shareholders and hence the date wise increase / decrease in shareholding

is not indicated.

#we can mention the names of only top ten shareholders in the list above.

However, there are thirteen other shareholders who hold 30000 shares of

the Company.

Shareholding is consolidated based on permanent account number (PAN) of

the shareholder.

Page44of74

V. Shareholding of Directors and Key Managerial Personnel:

Sr.

No.

Folio

no

Name of theShare

Holder Date Reason

Shareholding at the

beginning of the year

Cumulative

Shareholdingduring

the year

No. of

Shares

% of

total

shares of

the

company

No. of

Shares

% of total

shares of

the

company

1 19 Dr. K

Lakshman

1-Apr-

2016

At the beginning

of the year

15000 0.46 15000 0.46

31-Mar-

2017

At the end of the

year

15000 0.46 15000 0.46

2 217 Prathima V

Shetty jointly

with Mr.

Venugopal

Shetty

1-Apr-

2016

At the beginning

of the year

15000 0.46 15000 0.46

31-Mar-

2017

At the end of the

year

15000 0.46 15000 0.46

3 23/

168

Dr. P.M.

Chandrasekha

ra

1-Apr-

2016

At the beginning

of the year

15000 0.46 15000 0.46

1-Apr-

2016

At the beginning

of the year

7500 0.23 7500 0.23

31-Mar-

2017

At the end of the

year

15000 0.46 15000 0.46

31-Mar-

2017

At the end of the

year

7500 0.23 7500 0.23

4 126 Dr. Narayanan

Raghavan

1-Apr-

2016

At the beginning

of the year

15000 0.46 15000 0.46

31-Mar-

2017

At the end of the

year

15000 0.46 15000 0.46

Page45of74

5 6 Dr.Vivek

Kadambi

jointly with

Dr. Nilima

Kadambi

1-Apr-

2016

At the beginning

of the year

14800 0.45 14800 0.45

31-Mar-

2017

At the end of the

year

14800 0.45 14800 0.45

6 Dr. Vivek

Kadambi

(Singly)

1-Apr-

2016

At the beginning

of the year

200 0.006 200 0.006

31-Mar-

2017

At the end of the

year

200 0.006 200 0.006

6 -- Mr. Vasanth

Kumar J

1-Apr-

2016

At the beginning

of the year

-- -- -- ---

31-Mar-

2017

At the end of the

year

-- -- -- ---

7 90 Dr. Rajanna

Sreedhara –

WTD & CFO

1-Apr-

2016

At the beginning

of the year

30000 0.92 30000 0.92

31-Mar-

2017

At the end of the

year

30000 0.92 30000 0.92

8 83 Dr. Ashoka

Gurudas

1-Apr-

2016

At the beginning

of the year

30000 0.92 30000 0.92

31-Mar-

2017

At the end of the

year

30000 0.92 30000 0.92

9 13 Dr. T. R.

Raghu

1-Apr-

2016

At the beginning

of the year

15000 0.46 15000 0.46

31-Mar-

2017

At the end of the

year

15000 0.46 15000 0.46

10 184 S V S Sastry 1-Apr-

2016

At the beginning

of the year

15000 0.46 15000 0.46

31-Mar-

2017

At the end of the

year

15000 0.46 15000 0.46

Page46of74

11 172 Dr N Rangaraj 1-Apr-

2016

At the beginning

of the year

30000 0.92 30000 0.92

31-Mar-

2017

At the end of the

year

30000 0.92 30000 0.92

12 NIL Mrs. Rama

Subba Rao

1-Apr-

2016

At the beginning

of the year

NIL NIL NIL NIL

31-Mar-

2017

At the end of the

year

NIL NIL NIL NIL

VI.INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due

for payment (in INR)

Secured Loans

excluding deposits

Unsecured

Loans

Deposits Total Indebtedness

Indebtedness at the beginning of

the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not

--

--

--

--

--

--

NIL

--

--

NIL

--

--

Total(i+ii+iii) -- -- NIL NIL

Change in Indebtedness during

the financial year

- Addition

- Reduction

--

--

--

--

--

NIL

--

NIL

Net Change -- -- NIL NIL

Indebtedness at the end of the

financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

--

--

--

--

--

--

--

--

--

--

--

--

Total (i+ii+iii) -- -- -- --

Page47of74

VII.REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Sl.

No.

Particulars of Remuneration Name of MD/WTD/

Manager

Total

Amount

Dr. K

Lakshman-

MD

Dr. Rajanna

Sreedhara-

WTD

1. Gross salary

a) Salary as per provisions

contained in section17(1) of

the Income-tax Act, 1961

-- -- --

b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

-- -- --

c) Profits in lieu of salary under

section 17(3) Income- tax Act,

1961

-- -- --

2. Stock Option -- -- --

3. Sweat Equity -- -- --

4. Commission

- as % ofprofit

- others, specify…

--

--

--

--

--

--

5. Others, please specify -- -- --

6. Total(A) -- -- --

*Ceiling as per the Act (@ 10% of

profits calculated under Section

198 of the Companies Act, 2013)

-- -- --

* Since, the company has no profits ceiling limits will be applicable as per schedule of the Act.

Page48of74

B. Remuneration to other directors:

Sr.

No.

Particulars of Remuneration

Fee for

attending board

/ committee

meetings

Commission Others,

please

specify

Total

Amount

1 Independent Directors

Vasanth Kumar J 1000 -- -- 1000

Dr.AshokaGurudas -- -- -- --

Total (1) 1000 -- -- 1000

2 Other Non-Executive Directors

-- -- -- --

Prathima V Shetty -- -- -- --

Dr. P.M. Chandrasekhara -- -- -- --

Dr. Narayanan Raghavan -- -- -- --

Dr. Vivek Kadambi -- -- -- --

Dr. T. R. Raghu -- -- -- --

S V S Sastry -- -- -- --

Dr N Rangaraj -- -- -- --

Mrs. Rama Subba Rao ---- -- -- --

Total (2) -- -- -- --

Total (B)=(1+2) 1000 -- -- 1000

Total Managerial

Remuneration

1000 -- -- 1000

Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013) – Only

Sitting fee applicable to the company

Rs.1,00,000

Page49of74

C. Remuneration to Key Managerial Personnel Other Than MD / Manager/ WTD

Sl.

No.

Particulars of Remuneration Key Managerial

Personnel

Dr. K

Lakshman-

Managing

Director

Dr. Rajanna

Sreedhara-

Whole time

Director &

CFO

Sweta Singh

Company

Secretary

Total

7. Gross salary

d) Salary as per provisions

contained in section17(1) of

the Income-tax Act, 1961

-- 3,91,388/- 3,91,388/-

e) Value of perquisites u/s 17(2) Income-tax Act, 1961

-- -- --

f) Profits in lieu of salary under

section 17(3) Income- tax Act,

1961

-- -- --

8. Stock Option -- -- --

9. Sweat Equity -- -- --

10. Commission

- as% of profit

- others, specify…

-- -- --

11. Others, please specify -- -- --

12. Total(A) -- 3,91,388/- 3,91,388/-

*Ceiling as per the Act (@ 10% of

profits calculated under Section

198 of the Companies Act, 2013)

-- NA --

VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences during the year

ended March 31, 2017.

Page50of74

Page51of74

INDEPENDENT AUDITOR’S REPORT

To The Members of Sushruta Vishranthi Dhama Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Sushruta Vishranthi Dhama Limited (the “Company”)

which comprise the Balance Sheet as on 31st

March 2017, the Statement of Profit and Loss and the Cash Flow

Statement for the year then ended, and a summary of the significant accounting policies and other explanatory

information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,

2013 (the “Act”) with respect to the preparation of these financial statements that give a true and fair view of the

financial position and financial performance of the Company in accordance with the accounting principles

generally accepted in India, including Accounting Standards specified under Section 133 of the Act, read with Rule

7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application of appropriate accounting

policies; making judgments and estimates that are reasonable and prudent; and 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 misstatements, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our 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

and the Order under Section 143(11) of the Act.

We conducted our audit of the financial statements 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 audit 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 and the

reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the financial statements.

Page52of74

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 generally accepted in India, of the state of affairs of the

Company as at 31st March 2017, and its loss 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

in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in

paragraphs 3 and 4 of the Order

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 purpose of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company 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 dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards 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 31st March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2017 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

(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 There are no pending litigations on the Company’s financial position as on 31st March 2017, ii There are no material foreseeable losses long term contracts, including derivative contracts for

which a provision, as required by applicable law or accounting standard would be required. iii There is no amount pending for transfer to the Investor Education and Protection Fund by the

Company. iv The company has provided requisite disclosures in its standalone financial statements as to holding

as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the company. Refer to note xviii to the standalone financial statements.

For Balakrishna& Co., Chartered Accountants. (Firm’s Registration No. 004835S) Sd/- [CA S.V. PRAKASHA] Partner (Membership No. 210411) Bengaluru, 30thJuly2017

Page53of74

Annexure A to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,

2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Sushruta Vishranthi Dhama Limited

(“the Company”) as of March 31, 2017 in conjunction with our audit of the financial statements of the Company

for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on

the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial

Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).

These responsibilities include the design, implementation and maintenance of adequate internal financial

controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including

adherence to 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

information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting

based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing

prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal

financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls

over financial reporting was established and maintained and if such controls operated effectively in all material

respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial

controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls

over financial reporting included obtaining an understanding of internal financial controls over financial reporting,

assessing the risk that a material weakness exists, and testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles. A company's internal financial control over

financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of

Page54of74

the company are being made only in accordance with authorizations of management and directors of the

company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company's assets that could have a material effect on the financial

statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility

of collusion or improper management override of controls, material misstatements due to error or fraud may

occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial

reporting to future periods are subject to the risk that the internal financial control over financial reporting may

become inadequate because of changes in conditions, or that the degree of compliance with the policies or

procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in

all material respects, an adequate internal financial controls system over financial reporting and such internal

financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal

control over financial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting

issued by the Institute of Chartered Accountants of India.

For Balakrishna& Co., Chartered Accountants. (Firm’s Registration No. 004835S) Sd/- [CA S.V. PRAKASHA] Partner (Membership No. 210411) Bengaluru, 30thJuly2017

Page55of74

Annexure B to the Independent Auditor’s Report

(i) According to the information and explanations given to us:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) Title deeds of immovable properties are held in the name of the company.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for business line of the Company.

(vii) According to the information and explanations given to us and on the basis of our examination of the records of the Company:

(a) Amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident Fund, income-tax, sales tax, Value Added Tax, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of income tax or sales tax or service tax or value added tax which have not been deposited with the appropriate authorities on account of any dispute.

(viii) The company does not have any loan & borrowings. Hence this clause does not apply.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) The company has complied with the provisions of Section 197 of the Companies Act, 2013as regards managerial remuneration.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has made private placement of shares.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Balakrishna& Co., Sd/- Chartered Accountants. [CA S.V. PRAKASHA] (Firm’s Registration No. 004835S) Partner, (Membership No. 210411) Bengaluru, 30th July2017

Page56of74

0.58-

SUSHRUTA VISHRANTHI DHAMA LIMITEDBalance Sheet as at 31-Mar-2017

(All amounts are in Indian Rupees, unless otherwise stated)

NoteAs at 31st March,

2017

As at 31st March,

2016

EQUITY AND LIABILITIES

Shareholders’ funds

Share capital 1 325,200,000 316,200,000

Reserves and surplus 2 314,089,955 300,108,163

Share application money pending allotment

Non-current liabilities

Long-term borrowings - -

Deferred tax liabilities (net) 16,316,020 12,714,898

Other long-term liabilities 3 19,623,915 18,251,577

Long-term provisions 4 443,001 523,473

Current liabilities

Trade payables 5 850,987 465,149

Other current liabilities 6 3,557,958 2,332,957

TOTAL 680,081,837 650,596,217

ASSETS

Non-current assets

Fixed assets 7

Tangible assets 577,010,620 556,163,361

Capital work-in-progress 34,775,948 35,221,270

Non-current investments 8 492,864 534,342

Deferred tax assets (net) - -

Long-term loans and advances 9 8,659,878 9,817,077

Current assets

Current investments - -

Trade receivables - -

Cash and cash equivalents 10 55,239,220 47,839,849

Short-term loans and advances 11 3,306,508 1,020,318

Other current assets 12 596,799 -

TOTAL 680,081,837 650,596,217

Accounting policies and other notes 20

The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of the Board of Directors -

For Balakrishna & Co

Chartered Accountants

FRN : 004835S

Sd/- Sd/- Sd/- Sd/- Sd/-

[CA S.V. Prakasha] [Dr.K.Lakshman] [S V S Sastry] [Dr.Rajanna Sreedhara] [CS Sweta Singh]

Partner Managing Director Director Whole Time Director

& CFO

Company Secretary

Membership No.210411 DIN : 01105610 DIN : 06974873 DIN : 00893778 M. No. : 22146

Bengaluru : 30th July, 2017 Bengaluru : 30th July, 2017

Page57of74

SUSHRUTA VISHRANTHI DHAMA LIMITEDStatement of Profit and Loss for the year ended 31-Mar-2017

(All amounts are in Indian Rupees, unless otherwise stated)

NoteYear ended31st

March, 2017

Year ended31st

March, 2016

REVENUE FROM OPERATIONS (GROSS) 13 16,708,801 15,804,284

Other income 14 5,517,501 4,295,416

TOTAL REVENUE 22,226,302 20,099,700

EXPENSES

Cost of materials consumed 15 1,717,830 1,279,231

Employee benefits expense 16 9,357,332 8,621,294

Finance costs 17 22,522 3,469

Depreciation and amortisation expense 7 19,493,992 19,041,734

Other expenses 18 10,051,712 9,977,774

Prior period expenses 19 - 1,490

TOTAL EXPENSES 40,643,388 38,924,992

Profit / (Loss) before extraordinary & exceptional items and tax (18,417,086) (18,825,292)

Extraordinary items - gain / (loss) - -

Exceptional items - gain / (loss) - -

Profit / (Loss) before tax (18,417,086) (18,825,292)

Tax expense:

Current tax expense for current year - -

MAT credit reversal / (available for current year) - -

Current tax expense relating to prior years - -

Deferred tax expense / (income) 3,601,122 1,655,903

PROFIT FOR THE YEAR (22,018,208) (20,481,195)

Earnings per share (of Rs.100 each)

Basic (7.2) (6.6)

Diluted (7.2) (6.6)

Significant accounting policies and notes to accounts 20

The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of the Board of Directors

For Balakrishna & Co

Chartered Accountants

FRN : 004835S

Sd/- Sd/- Sd/- Sd/- Sd/-

[CA S.V. Prakasha] [Dr.K.Lakshman] [S V S Sastry] [Dr.Rajanna Sreedhara] [CS Sweta Singh]

Partner Managing Director Director Whole Time

Director & CFO

Company Secretary

Membership No.210411 DIN : 01105610 DIN : 06974873 DIN : 00893778 M. No. : 22146

Bengaluru : 30th July, 2017 Bengaluru : 30th July, 2017

Page58of74

SUSHRUTA VISHRANTHI DHAMA LIMITED

Cash Flow Statement for the year ended 31-Mar-2017(All amounts are in Indian Rupees, unless otherwise stated)

As at 31st March,

2017

As at 31st March,

2016

A CASH FLOW FROM OPERATING ACTIVITIES:

Profit before tax (18,417,086) (18,825,292)

Adjustments for:

Depreciation and amortisation expenses 19,493,992 19,041,734

Interest income (2,221,029) (1,183,698)

Exceptional Item - -

Interest expense 22,522 3,469

17,295,485 17,861,505

Cash Generated from operations before working capital changes (1,121,601) (963,787)

Adjustments for:

(Increase)/decrease in inventories - -

(Increase)/decrease in trade receivables - -

(Increase)/decrease in short-term loans and advances (2,186,553) (565,183)

(Increase)/decrease in other current assets - -

(Increase)/decrease in long-term loans and advances (257,847) 10,000

(Increase)/decrease in other non-current assets - -

Increase/(decrease) in trade payables 385,838 (155,594)

Increase/(decrease) in other current liabilities (121,394) 873,264

Increase/(decrease) in short-term provisions - -

Increase/(decrease) in other long term liabilities 1,372,338 6,801,942

Increase/(decrease) in long-term provisions (80,472) (43,839)

(888,089) 6,920,590

Cash generated from operations (2,009,690) 5,956,803

Taxes paid (net of refunds) (99,637) (109,399)

Net cash generated from operating activities - [A] (2,109,327) 5,847,404

B CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of tangible/intangible assets (37,134,488) (33,497,748)

Sale proceeds of tangible/intangible assets - -

Purchase of investments 82,439 (28,600)

Investment in bank deposits (having original maturity more than 3 months) (56,000,000) (42,000,000)

Redemption/maturity of bank deposits (having original maturity more than 3 months) 20,000,000 42,000,000

Interest received 1,583,269 1,183,698

Net cash generated/(used in) from investing activities - [B] (71,468,780) (32,342,650)

Page59of74

C CASH FLOW FROM FINANCING ACTIVITIES:

Amounts borrowed during the year - -

Borrowings repaid - -

Capital received during the year including premiums 45,000,000 67,500,000

Share application money received / (repaid / transferred) net

Interest paid (22,522) (3,469)

Dividends paid - -

Dividend distribution tax paid - -

Net cash used in financing activities - [C] 44,977,478 67,496,531

Net increase/(decrease) in cash and cash equivalents - [A+B+C] (28,600,629) 41,001,285

Cash and cash equivalents at the beginning of the year 47,839,849 6,838,563

Cash and cash equivalents at the end of the year 19,239,220 47,839,848

Cash and cash equivalents comprise of:

Cash on hand 78,688 287,678

Cheques, drafts on hand - -

Balances with banks:

In current accounts 19,160,532 47,552,171

Term deposits with original maturity of less than three months - -

19,239,220 47,839,849

Notes:

i)

ii)

As per our report of even date For and on behalf of the Board of Directors

For Balakrishna & Co

Chartered Accountants

FRN : 004835S

Sd/- Sd/- Sd/- Sd/- Sd/-

[CA S.V. Prakasha] [Dr.K.Lakshman] [S V S Sastry] [Dr.Rajanna Sreedhara] [CS Sweta Singh]

Partner Managing Director Director Whole Time

Director & CFO

Company Secretary

Membership No.210411 DIN : 01105610 DIN : 06974873 DIN : 00893778 M. No. : 22146

Bengaluru : 30th July, 2017 Bengaluru : 30th July, 2017

The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard 3 (AS-3), “Cash

Flow Statements”

Cash comprises cash on hand, Current Accounts and deposits with banks. Cash equivalents are short-term balances (with an original

maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts

of cash and which are subject to insignificant risk of changes in value.

Page60of74

SUSHRUTA VISHRANTHI DHAMA LIMITEDNotes to the financial statements for the year ended 31-Mar-2017

(All amounts are in Indian Rupees, unless otherwise stated)

As at 31st March,

2017

As at 31st March,

2016

1 SHARE CAPITAL

Authorised

3,300,000 equity shares of Rs.100/- each 330,000,000 330,000,000

(Previous year: 3,300,000 equity shares of Rs.100/- each)

330,000,000 330,000,000

Issued, subscribed and fully paid up

32,55,000 equity shares of Rs.100/- each 325,200,000 316,200,000

(Current year: 32,40,000 equity shares of Rs.100/- each)

(CY: 15,000 equity shares of Rs.100/- each, Rs.80/- per share paid-up)

(Previous year: 31,05,000 equity shares of Rs.100/- each)

(PY: 60,000 equity shares of Rs.Rs.100/- each, Rs.60/- per share paid-up)

(PY: 60,000 equity shares of Rs.Rs.100/- each, Rs.35/- per share paid-up)

TOTAL ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL 325,200,000 316,200,000

2 RESERVES AND SURPLUS

General Reserve

Opening balance 203,180 203,180

Add / (less) : Movements during the year:

Nominal value of assets received free of cost - -

Closing balance 203,180 203,180

Securities premium account

Opening balance 368,326,500 314,326,500

Add / (less) : Movements during the year:

Premium on shares issued during the year 36,000,000 54,000,000

Closing balance 404,326,500 368,326,500

Surplus / (Deficit) in Statement of Profit and Loss

Opening balance (68,421,517) (47,940,322)

Add / (less) : Movements during the year:

Profit / (Loss) for the year (22,018,208) (20,481,195)

Closing balance (90,439,725) (68,421,517)

TOTAL RESERVES AND SURPLUS 314,089,955 300,108,163

3 OTHER LONG-TERM LIABILITIES

Retention Money 2,584,015 1,861,577

Other than Trade payables

Trade / security deposits received 17,039,900 16,390,000

TOTAL OTHER LONG-TERM LIABILITIES 19,623,915 18,251,577

4 LONG-TERM PROVISIONS

Provision for employee benefits

Provision for gratuity (net) 443,001 523,473

TOTAL LONG-TERM PROVISIONS 443,001 523,473

5 TRADE PAYABLES

Dues to:

Other parties 440,547 14,069

Outstanding Expenses 410,440 451,080

TOTAL TRADE PAYABLES 850,987 465,149

Page61of74

6 OTHER CURRENT LIABILITIES

Statutory remittances payable 405,935 362,987

Payables on purchase of fixed assets 1,389,743 43,348

Advances from customers 1,107,368 1,324,410

Employee related and other dues 654,912 602,212

TOTAL OF OTHER CURRENT LIABILITIES 3,557,958 2,332,957

8 NON-CURRENT INVESTMENTSInvestments at cost

A) Trade investments

Other entities (give details)Gratuity Fund 492,864 534,342

TOTAL OF NON-CURRENT INVESTMENTS 492,864 534,342

9 LONG-TERM LOANS AND ADVANCESCapital advances

Unsecured, considered good 7,886,888 9,301,934

Doubtful - -

Security deposits

Unsecured, considered good 673,963 515,143

Doubtful - -

Loans and advances to employees

Secured, considered good 99,027 -

TOTAL OF LONG-TERM LOANS AND ADVANCES 8,659,878 9,817,077

10 CASH AND CASH EQUIVALENTSBalances with banks 55,160,532 47,552,171

Cash on hand 78,688 287,678

TOTAL CASH AND CASH EQUIVALENTS 55,239,220 47,839,849

11 SHORT-TERM LOANS AND ADVANCESLoans and advances to employees

Secured, considered good - -

Unsecured, considered good 610 133,510

Doubtful - -

Prepaid expenses - Unsecured, considered good 151,791 191,942

Prepaid taxes, Unsecured, considered good 218,006 118,369

Income tax refund receivable - Unsecured, considered good 108,369 108,369

Advance to Vendors 2,827,732 -

Others - 468,128

TOTAL SHORT-TERM LOANS AND ADVANCES 3,306,508 1,020,318

12 OTHER CURRENT ASSETSInterest accrued on FD 596,799

TOTAL OF OTHER CURRENT ASSETS 596,799 -

Page62of74

SUSHRUTA VISHRANTHI DHAMA LIMITEDNotes to the financial statements for the year ended 31-Mar-2017

(All amounts are in Indian Rupees, unless otherwise stated)

Year ended31st

March, 2017

Year ended31st

March, 2016

13 REVENUE FROM OPERATIONS

Food & Beverage Sales 2,044,601 1,518,695

Maintenance fees 14,664,200 14,285,589

TOTAL REVENUE FROM OPERATIONS 16,708,801 15,804,284

14 OTHER INCOMEInterest income 2,221,029 1,183,698

Other Income 3,296,473 3,111,718

TOTAL OTHER INCOME 5,517,501 4,295,416

15 COST OF MATERIALS CONSUMEDOpening stock -

Add: Purchases 1,717,830 1,279,231

1,717,830 1,279,231

(Less): Closing stock - -

TOTAL COST OF MATERIALS CONSUMED 1,717,830 1,279,231

16 EMPLOYEE BENEFITS EXPENSESalaries and wages 7,530,159 6,913,158

Contributions to provident and other funds 980,055 882,437

Gratuity 39,727 165,352

Bonus 397,060 392,574

Leave Encashment 75,410 -

Staff welfare expenses 334,921 267,773

TOTAL EMPLOYEE BENEFITS EXPENSE 9,357,332 8,621,294

17 FINANCE COSTSInterest expense on:

Borrowings - -

Delayed / deferred payment of income tax - -

Others 22,522 3,469

TOTAL FINANCE COSTS 22,522 3,469

18 OTHER EXPENSESAdvertisement - 3,080

Power and fuel 1,959,373 1,615,936

Repairs and maintenance - Buildings 1,340,581 1,436,517

Repairs and maintenance - Machinery 1,316,219 1,067,555

Repairs and maintenance - Others 128,615 184,301

Insurance 196,065 174,551

Rates and taxes 587,825 1,626,398

Communication 146,814 116,267

Postage and courier 5,834 6,623

Travelling and conveyance 242,538 87,151

Printing and stationery 106,303 139,284

Vehicle maintenance 414,167 484,765

Office Expenses 102,693 56,887

Legal and professional 815,160 643,518

Payments to auditors (Also refer Note x) 135,000 135,000

Security Charges 1,960,527 1,698,124

Newspapers, subscriptions & magazines 113,006 84,565

Garden Expenses 289,179 309,222

Health centre expenses 12,761 8,390

Miscellaneous expenses 179,052 99,640

TOTAL OTHER EXPENSES 10,051,712 9,977,774

19 PRIOR PERIOD EXPENSES - 1,490

- 1,490

Page63of74

SUSHRUTA VISHRANTHI DHAMA LIMITEDNotes to the financial statements for the year ended 31-Mar-2017

7 - FIXED ASSETS

As at 31st

March, 2016Additions

Disposals /

transfers

As at 31 March,

2017

As at March 31,

2016

Charge for the

year

Eliminated on

disposal of

assets

As at 31 March,

2017

As at 31 March,

2017

As at March 31,

2016

TANGIBLE ASSETS

Plant and Machinery - 4,554,000 - 4,554,000 - 112,207 - 112,207 4,441,793 -

Building 446,621,196 24,747,930 - 471,369,126 20,883,072 7,342,902 - 28,225,975 443,143,151 425,738,124

Computers 475,937 84,928 - 560,865 359,804 75,106 - 434,910 125,955 116,133

Dormitory Equipments 136,921 - - 136,921 113,726 5,107 - 118,833 18,088 23,195

Electrical Equipments 31,952,528 10,713,729 - 42,666,257 20,053,264 8,795,589 - 28,848,853 13,817,404 11,899,264

Furniture & Fixtures 2,546,979 99,438 - 2,646,417 914,372 226,590 - 1,140,961 1,505,456 1,632,608

Health center equipments 702,916 26,375 - 729,291 556,265 66,234 - 622,500 106,791 146,651

Kitchen Equipments 2,391,060 - - 2,391,060 2,074,136 61,541 - 2,135,677 255,383 316,924

Land 98,494,236 - - 98,494,236 - - - - 98,494,236 98,494,236

Landscaping 11,494,691 80,000 - 11,574,691 583,103 183,026 - 766,128 10,808,563 10,911,588

Office Equipments 904,358 24,765 - 929,123 474,504 123,183 - 597,687 331,436 429,854

Sewerage Treatment Plant 9,046,911 - - 9,046,911 3,889,023 2,010,498 - 5,899,521 3,147,390 5,157,888

Sports Equipments 558,074 - - 558,074 441,745 75,012 - 516,757 41,317 116,329

Vehicles 2,987,094 10,086 - 2,997,180 1,806,527 416,996 - 2,223,523 773,657 1,180,567

608,312,902 40,341,251 - 648,654,152 52,149,541 19,493,992 - 71,643,532 577,010,620 556,163,361

CAPITAL WORK IN PROGRESS 35,221,270 34,455,303 34,900,625 34,775,948 - - - - 34,775,948 35,221,270

TOTAL FIXED ASSETS 643,534,172 74,796,554 34,900,625 683,430,100 52,149,541 19,493,992 - 71,643,532 611,786,568 591,384,631

Previous year 610,426,105 33,108,067 - 643,534,172 33,107,807 19,041,734 - 52,149,541 591,384,631 577,318,298

Particulars

Gross block / Original cost Accumulated depreciation Net block

SUSHRUTA VISHRANTHI DHAMA LIMITEDDepreciation computation as per Income Tax Act, 1961

01-Apr-15 02-Oct-15

Name of block Rate of depWDV as on 31st

March, 2016

For more than or

equal to 180 days

For less than or

equal to 180 daysTotal additions Deletions Depreciation

WDV as on 31st

March, 2017

Freehold land 0.00% 98,494,234 - - - - - 98,494,234

Buildings 5.00% 387,809,366 14,132,306 10,615,624 24,747,930 - 20,362,474 392,194,821

Furniture & fixtures 10.00% 11,090,638 - 99,438 99,438 - 1,114,036 10,076,040

Utilities 10.00% 260,116 - - - - 26,012 234,104

Fixed Assets- Dormitory 10.00% 116,676 - - - - 11,668 105,008

Sports Equipments 10.00% 549,341 - - - - 54,934 494,407

Generator & UPS 80.00% 94,234 3,487,231 7,226,498 10,713,729 - 5,755,771 5,052,192

Solar Power Generator 80.00% - 4,554,000 4,554,000 - 1,821,600 2,732,400

Machinery and Plant 15.00% 16,160,476 141,226 - 141,226 - 2,445,255 13,856,447

Computer 60.00% 47,169 84,928 - 84,928 - 79,258 52,839

TOTAL FIXED ASSETS 514,622,249 17,845,691 22,495,560 40,341,251 - 31,671,008 523,292,492

Additions to FA, and put to use

Page64of74

20. NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR 31ST MARCH 2017

Company overview

Sushruta Vishranthi Dhama Limited, (Company) is a public company domiciled in India and

incorporated under the provisions of the Companies Act, 1956. The Company owns and manages a

premium retirement village under the name and style of “SUVIDHA”. The Company constructs and

maintains residential cottages, solely intended to be inhabited by Senior citizens who purchase the

Company’s shares.

Significant accounting policies

i. Basis of preparation of financial statements:

The financial statements have been prepared on the basis of a going concern assumption, on

historical cost convention and on accrual method of accounting in accordance with the

generally accepted accounting principles in India, Accounting Standards prescribed under

Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts)

Rules, 2014, the provisions of the Act (to the extent notified) and other accounting principles

generally accepted in India, to the extent applicable and the provisions of the Companies Act,

2013 as adopted consistently by the Company.

ii. Use of estimates:

The preparation of financial statements in conformity with Indian GAAP requires management

to make judgments, estimates and assumptions that affect the reported amounts of revenues,

expenses, assets and liabilities and disclosure of contingent liabilities, at the end of reporting

period. Although these estimates are based upon management’s best knowledge of current

events and actions, uncertainty about these assumptions and estimates could result in the

outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in

future periods.

iii. Revenue recognition:

The various streams of revenue for the Company and their respective accounting treatments

are as under:

Sale of goods - Canteen Sales - This stream of revenue represents the sale of food and

beverages to the occupants of the cottages. The revenue from such sale is accounted after the

goods have been delivered to the customers.

Rendition of services –The revenues in the following cases are recognized on the completion of

service:

Page65of74

Maintenance fees and other Income – The recognition of maintenance fees and other incomes

in the profit and loss account is in accordance with the Completion of service contract method

prescribed under AS-9. Further, there exists no uncertainty in the ultimate collection of the

amounts so recognized. Amounts collectible from the members towards maintenance are

accounted as revenue at the end of the month i.e. after the completion of maintenance service

for that month.

Interest Income – Interest on deposits and investments are recognized on a time proportion

basis taking into account the amounts invested and the rate applicable.

iv. Fixed Assets and capital work-in progress:

Fixed Assets are stated at cost, less accumulated depreciation and impairment, if any. Cost

comprises the purchase price and any cost attributable to bring the asset to its working

condition for its intended use.

Capital work in progress represents the costs that have been incurred by the Company towards

the construction of those cottages, construction of roads and development of common areas

which are not ready to be used as on the date of the balance sheet.

The Company has purchased solar power generating panels during the financial year. These

assets are jointly owned by certain shareholders and the Company. The Company’s share in the

assets is 50% and the pro-rata cost of the assets, allocable to the Company is Rs. 45, 54,000/-,

which has been capitalized in the books under Plant and Machinery.

v. Depreciation and amortization:

Depreciation on fixed assets is calculated on a straight-line basis using the rates arrived at

based on the useful lives as provided in Schedule II to the Companies Act, 2013.

vi. Employees benefits:

Provident fund and Employees state Insurance

These are plans in which the Company pays pre-defined amounts to separate funds and does

not have any legal or informal obligation to pay additional sums. These comprise of

contributions to the employees provident fund with the government and certain state plans

like Employees State Insurance. These are recognized as expenses during the period in which

the employees perform the services that the payment covers.

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Gratuity

The Company provides for gratuity, a defined benefit plan (the Gratuity plan) to its employees.

Liability with regard to the Gratuity plan are accrued based on actuarial valuation, based on

Projected Unit Credit Method, and carried out by an independent actuary.

Following are the assumptions made while making the actuarial valuation:

Sl./No Particulars Year 2016-17

1 Retirement age (in years) 60

2 Funding Mechanism Funded

3 No. of employees 60

4 Benefits payable As per Payment of

Gratuity Act, 1972

Bonus:

The Company has provided for bonus to its employees in accordance with the provisions of the

Payment of Bonus Act, 1965.

Leave encashment:

The Company has provided for leave encashment to the extent of the leaves unavailed by the

employees for the period - January 2017 to March 2017. The Company follows a policy of

discharging leave encashment for every year in the month of December. Leave encashment

involving cases where the unavailed leaves are less than 4 have been ignored for the purpose

of computing the provision.

vii. Current Tax and Deferred Tax:

Since the Company has registered a loss for the current year, no provision has been made in

the books of the Company towards Income tax.

Deferred tax is recognized on timing differences between the accounting income and the

taxable income for the year and quantified using the tax rates and laws enacted or substantially

enacted as on the Balance Sheet date.

Deferred tax asset has not been recognized on the carried forward tax losses since there is no

virtual certainty, supported by convincing evidence, that sufficient future taxable income will

be available against which such deferred tax assets can be realized.

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viii. Provisions and Contingent liabilities:

Provisions - A Provision is recognized when an enterprise has a present obligation as a result of

a past event and it is probable that an outflow of resources will be required to settle the

obligation, in respect of which a reliable estimate can be made. Provisions, other than

employee benefits, are not discounted to their present value and are determined based on

management estimate required to settle the obligation at the balance sheet date. These are

reviewed at each balance sheet date and adjusted to reflect the current managerial estimates.

Contingent liabilities and commitments (to the extent not provided for)

(a) Claims against the company not acknowledged as debt -An amount of Rs. 10, 00,000/-

(Rupees Ten Lakhs only) that has been paid towards the purchase of land would be payable to

Bangalore Hospital only on receipt of compensation by the Company from KIADB. Since, this

liability is contingent on the receipt of compensation from the KIADB, the same has been

disclosed as contingent liability.

(b) Other money for which the company is contingently liable-The Company has not

discharged the applicable property taxes to the concerned authorities. The effect of this

liability has not been shown in the financials since a probable estimate of the taxes cannot be

made.

ix. Sundry Creditors (Due to Micro, Small and Medium Scale Enterprises):

Based on information available with the Company, there are no suppliers who are registered as

micro, small or medium enterprises under ‘The Micro, Small and Medium Enterprises

Development Act, 2006” as at March 31, 2017

x. Remuneration to the Auditors: The remuneration to statutory auditors for the current and

previous financial years are as under:

Particulars Year 2016-17 Year 2015-16

Audit Fees 1,35,000 135,000

xii. Transactions in foreign currency:

The Company has not entered into any transactions involving foreign currency, impacting the

revenue of the Company for the financial year.

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xiii. Cash Flow Statement:

Cash flow statement has been prepared using Indirect Method as specified in Accounting

Standard 3 – “Cash Flow Statements”.

All balances reflecting as cash and cash equivalents held by the enterprise are available for use

by the Company.

xiv. Reconciliation of the number of shares and amount outstanding at the beginning and at the

end of the reporting period:

Particulars Year ended 31st March, 2017 Year ended 31st March, 2016

No of shares Amount No of shares Amount

Ordinary equity shares

Opening Balance 32,25,000 31,62,00,000 30,75,000 30,27,00,000

Fresh issue (Refer note below) 30,000 90,00,000 1,50,000 1,35,00,000

Bonus - - - -

ESOP - - - -

Conversion - - - -

Buy back - - - -

Other changes (give details) - - - -

Closing Balance 32,55,000 32,52,00,000 32,25,000 31,62,00,000

Note-

Current year share allotment details-

32, 40,000 shares of Rs. 100, fully paid

15,000 shares of Rs. 100 per share, Rs. 80 per share paid-up

Previous year share allotment details-

31, 05,000 shares of Rs. 100, fully paid

60,000 shares of Rs. 100 per share, Rs. 60 per share paid-up

60,000 shares of Rs. 100 per share, Rs. 35 per share paid-up

xv. Shareholders holding more than 5 percent shares in the Company:

No shareholder holds more than 5 percent shares in the company.

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xvi. Related Party Transactions

Below are the particulars of the transactions entered into by the Company with related parties:

S.

No Name of the related party

Nature of

relationship Nature of receipt/payment Amount (Rs)

1 Vivek Kadambi Director Maintenance

charges/Expenses 84,080

2 Rajanna Sreedhara CFO Maintenance

charges/Expenses 83,632

3 Rajanna Sreedhara Whole time

Director

Maintenance

charges/Expenses 83,632

4 Lakshman Krishnaswamy Managing

Director

Maintenance

charges/Expenses 86,143

5 Ashoka Gurudas Independent

director

Maintenance

charges/Expenses 211,147

6 Vasanth Kumar Jayapal Independent

director Director sitting Fees 6,030

7 Patrenahalli Mariyappa

Chandrashekhara Director

Maintenance

charges/Expenses 210,898

8 Raghu Thagachagere Ramegowda Director Maintenance

charges/Expenses 83,722

9 Ahalya Hemachandra Shetty Director Maintenance

charges/Expenses 39,281

10 Nanjundiah Rangaraj Director Maintenance

charges/Expenses 183,645

11 Sadhu Venkata Subba Sastry Director Maintenance

charges/Expenses 152,641

12 Narayanan Raghavan Director Maintenance

charges/Expenses 166,917

13 Rama Subba Rao Director Maintenance

charges/Expenses -

14 Prathima V Shetty Director Maintenance

charges/Expenses 104,562

xvii. Comparatives

Previous year comparatives has been re-grouped/re-classified where necessary, to confirm to

the presentation in the current year.

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xviii. Disclosure on Specified Bank Notes (SBN's)

During the period, the Company had specified or other denomination note as defined in the

MCA notifications G.S.R 308 (E) dated March 31, 2017 on the details of Specified Bank Notes

(SBNs) held and transacted during the period from November 8, 2016 to December 30, 2016,

the denomination wise SBNs and other notes as per the notifications is given below:

Value’INR

Particulars SBNs* Other denomination

notes Total

Closing cash in hand as on

08.11. 2016

9,61,500 30,300 9,91,800

(+) Permitted receipts - 2,85,030 2,85,030

(-) Permitted payments - (2,36,752) (2,36,752)

(-) Amount deposits in Banks (9,61,500) - (9,61,500)

Closing cash in hand as on December 30,

2016 - 78,578 78,578

*For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning

provided in the notification of the Government of India, in the Ministry of Finance, Department

of Economic Affairs number S.O. 3407(E), dated the 8th November, 2016.

For and on behalf of the Board Sushrutha Vishranthi Dhama Limited Sd- Sd- Sd- Sd- Dr. K.Lakshman SVS Sastry Dr. Rajanna Sreedhara Sweta Singh Managing Director Director Whole time Director & CFO Company Secretary DIN: 01105610 DIN: 00893778 DIN: 0697483 Memb. No. 22146 Bengaluru, 30th July 2017 For Balakrishna & Co Chartered Accountants Firm Reg No: 004835S Sd- S V Prakasha Partner Membership No: 210411 Place: Bengaluru Date: 30-07-2017

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Form No. MGT-11

SUSHRUTA VISHRANTHI DHAMA LIMITED

CIN: U85310KA2004PLC035063

Regd Office: No. 18/4, U. M. Kaval, UttarahalliHobli, B’lore-109

FORM OF PROXY

[Pursuant to Section 105(6) of the Companies Act, 2013 and rules 19(3) of the Companies (Management and Administration) Rules, 2014].

Name of the member (s) :

…………...............................................................................................

Registered Address :

............................................................................................................................. ......

.............................................................................................................

E-mail Id :.........................................................

Folio No./Client Id........................... ..........DP ID..........NA

I/We, being the member(s) holding ...................................shares of the above named

Company, hereby appoint

1. Name :.............................................................

Address:..................................................................................................................... .

.............................................................................................................

E-mail ID ..............................................Signature: ........................................... or

failing him/her

2. Name :.............................................................

Address:......................................................................................................................

.............................................................................................................

Email ID ..............................................Signature: ...........................................

or failing him/her

3. Name :.............................................................

Address:......................................................................................................................

.............................................................................................................

Email ID ..............................................Signature: ................................... ........

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as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at

Annual General Meeting of the Company, to be held on Sunday, the 10th day of

September 2017 at 1.30 p.m. at the registered office of the company and at any

adjournment thereof in respect of such resolutions as are indicated below:

Resolutions:

Ordinary Business

1 To receive, consider and adopt the financial statements for the year

ended 31st March, 2017 and the Reports of the Directors and

Auditors thereon.

2 To appoint a director in place of Dr. T.R. Raghu, who retires by

rotation and being eligible offers himself for re-appointment.

3 To appoint a director in place of Dr. N Rangaraj, who retires by

rotation and being eligible offers himself for re-appointment.

4 To appoint a director in place of Mr. SVS Sastry, who retires by

rotation and being eligible offers himself for re-appointment.

5 To ratify the appointment of M/s. Balakrishna& Co., Chartered

Accountants as the Statutory Auditors of the Company.

Special Business

6 Extension of term of Member’s Committee

Signed this......................day of ..................................2017

Signature of shareholder Signature of Proxy holder(s)

Note: This form duly filled up, stamped and signed by the appointer or his attorney

duly authorized in writing or if the appointer is a Body Corporate, under the seal or

signed by an attorney duly authorized by it shall be deposited at the Registered Office

of the Company along with the power of Attorney, if any under which the Proxy Form

is signed, not less than 48 hours before the time for holding the meeting.

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ATTENDANCE SLIP OF ANNUAL GENERAL MEETING

ATTENDANCE SLIP

Annual General Meeting of the Company held on 10th

September 2017

Regd. Folio No._______/DP ID___________Client ID/Ben. A/C____________No. of shares held______________

I certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record

my presence at the Annual General Meeting of the Company on Sunday, the 10th day of September 2017 at 1.30

p.m. at the registered office of the Company.

Member’s/Proxy’s name in Block Letters Member’s/Proxy’s Signature

Note: Please fill this attendance slip and hand it over at the entrance of the hall.

—————————-

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