Mar 31, 2016
To
The Members,
Medinova Diagnostic Services Limited.
The Directors have pleasure in presenting the Twenty Third Annual Report of your Company together with the audited accounts for the year ended 31st March, 2016 and Report of the Auditors thereon.
1. FINANCAL RESULTS:
A statement of the financial and operational results of your Company for the year under review is furnished hereunder:
(Rupees in Lakhs)
Particulars |
2015-16 |
2014-15 |
Total Income |
725.84 |
817.56 |
Total Expenditure |
752.18 |
1129.26 |
Interest |
38.58 |
6.26 |
Depreciation |
81.41 |
103.31 |
Profit / (Loss) before |
(146.33) |
(421.27) |
exceptional Items and Tax |
||
Exceptional Items |
0.00 |
0.00 |
Provision for Tax: |
||
Current Tax |
0.00 |
0.00 |
Deferred Tax |
13.28 |
(62.87) |
Tax relating to earlier years |
0.00 |
0.74 |
Profit / (Loss) after Tax |
(159.61) |
(359.14) |
2. REVIEW OF OPERATIONS:
During the year the total turnover was Rs. 725.84 lakhs and Net loss after taxes was Rs. 159.61 lakhs. Although the turnover did not show any improvement over the past years, expenditure in most of the heads were kept under control. The Company has taken-up revamping of the business operations at Kolkata and Hyderabad by investing additional funds to make the Centers profitable.
The Company believes that Medical diagnostic services, continues to be in its rapid pace and also continued to be an important catalyst in the economic growth of the Country and also for the sustainable growth of your company. Hence your Company concentrates more on its core competence area, medical diagnostic services and the management is confident that the additional investment at Kolkata and Hyderabad centers will generate good revenue in the Financial Year 2016-17.
In view of loss incurred for the Financial Year ended 31st Mach, 2016, no amount is being proposed to be transferred to the Reserves for the said year.
3. DVIDEND:
In view of the loss incurred by the Company for the year under review, your Directors have not recommended any dividend on the paid up equity share capital.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company
5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY There are Material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2016 to the date of signing of the Director''s Report. In view of Non-viability of the Business Operations and continued losses being incurred relating to the Diagnostic Centre at Hyderabad, a decision is taken to close the Diagnostic service operations with effect from 08.08.2016.The company is making efforts to improve the financial position of the Hyderabad Center by exploring various options.
Your managementâs continuous efforts will help the Company to bring down its losses substantially. It shall keep continuing to improve the operational performance and bring down the losses and fetch more positive results in the coming years.
6. INTERNAL CONTROL SYSTEM
The Company has adequate internal control systems and procedures designed to effectively control the operations at its Corporate Office and Branches. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures considering the essential components of internal control as stated in the Guidance Note on Audit of Internal Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic review s are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.
Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by the company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of the Companies Act, 2013, Sri. Sunil Chandra Kondapally will retire by rotation at the ensuing AGM and being eligible offered himself for re-appointment. The Board recommends his re-appointment subject to the approval of the members of the Company at the ensuing Annual General Meeting.
The information on the particulars of Director eligible for appointment in terms of Regulation 36 of SEBI (Listing Obligation s and Disclosure Requirement) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting.
However, as the members are aware , the following directors were appointed at previous AGM held on 25th day of September, 2015.
Mr. K. V. Ravindra Reddy (DIN 00083986) who was appointed by the Board of Directors as an Additional Director in an independent category - appointed as Independent Director of the Company to hold office as such for a period of 5 (five) consecutive years and he shall not be liable to retire by rotation.
Mr. P. Kamalakar Rao (DIN 03057676) who was appointed by the Board of Directors as an Additional Director in an independent category - appointed as Independent Director of the Company to hold office as such for a period of 5 (five) consecutive years and he shall not be liable to retire by rotation.
Mrs. Suprita Reddy Sura (DIN 01206491) who was appointed by the Board of Directors as an Additional Director of the Company - appointed as Director of the Company and shall be liable to retire by rotation.
Dr. G. Ramesh Ramayya (DIN 00015424) who was appointed by the Board of Directors as an Additional Director in an independent category - appointed as Independent Director of the Company to hold office as such for a period of 5 (five) consecutive years and he shall not be liable to retire by rotation.â
Dr. Sura Surendranath Reddy (DIN 00108599) w ho was appointed by the Board of Directors as an Additional Director of the
Company - appointed as Director of the Company, and shall be liable to retire by rotation.
There was no other change in the Directors and KMPs of the Company.
8. DECLARATON BY AN INDEPENDENT DIRECTOR:
The Company has complied the provisions of Section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013.
9. EVALUATION OF THE BOARD''S PERFORMANCE
In compliance with the Companies Act, 2013, and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board and the directors individually was carried out during the year under review.
The Board and the committees are properly constituted and your Company believes that the Board is achieving to provide a long term vision and policy approach to improve the good governance .And for the performance evaluation of the Board and the committees as a whole and for Individual Directors, which include criteria for determining qualifications, positive attributes and independence of Directors, your Company has formulated the policy in the previous year.
AUDIT COMMITTEE
Audit Committee comprises of Mr. P. Kamalakar Rao as Chairman and Mr. K. V. Ravindra Reddy and Dr. Sura Surendranath Reddy as members. The details of terms of reference of the Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report. All the recommendations made by Audit Committee were accepted by Board.
STAKEHOLDER RELATIONSHIP COMMITTEE
Stakeholder Relationship Committee comprises of Dr. Sura Surendranath Reddy as Chairman and Mr. K. V. Ravindra Reddy and Mr. P. Kamalakar Rao as members. The details of terms of reference of the Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.
NOMINATION & REMUNERATION COMMITTEE:
Nomination & Remuneration Committee comprises of Mr. K. V. Ravindra Reddy as Chairman and Dr. Sura Surendranath Reddy and Mr. P. Kamalakar Rao as members. The details of terms of reference of the Committee member, dates of meeting held and attendance of the Directors, are given separately in the Corporate Governance Report.
10. Remuneration Policy: Your Directors have on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy forms part of the Corporate Governance Report.
11. INDUSTRIAL RELATONS
During the year under review, your Company maintained cordial relationship with workers and employees at all levels
12 CODE OF CONDUCT
Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Managing Director is attached as Annexure âH'' which forms a part of this Report of the Directors. The Code of Conduct is available on the Company''s website www.medinovaindia.com.
13. 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 Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
14. PERFORMANCE AND FINANCIAL POSTON OF EACH OF THE SUBSIDARIES, ASSOCATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCAL STATEMENT.
Company has a Subsidiary LLP namely M/s. Medinova Millennium MRI Services LLP in West Bengal, which is not a company with in the provisions of the Act. Except this, Company has no Subsidiary or Associate, Associate Company and Joint Venture Companies.
15. Consolidated Financial Statements (CFS) The Consolidated Financial Statements of your Company for the financial year 2015-16 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable Accounting Standards and the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"). The consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries, as approved by the respective Board of Directors/Partners.
16. STATUTORY AUDITORS:
As the members are aware, at the 21st Annual General Meeting of the Members of Medinova Diagnostic Services Limited held on 25th day of September, 2014, M/s Ratnam Dhaveji& Co., Chartered Accountants, Hyderabad, were appointed as the Statutory Auditors of your company for a period of 5 years, to hold the office as such till the conclusion of 26th AGM of the Company to be held in the year 2019.
In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every AGM. Accordingly, the appointment of M/s Ratnam Dhaveji & Co., Chartered Accountants, as the Statutory Auditors of the Company is placed for your ratification. In this regard, the Company has received a certificate from the Auditors to the effect that if the said firm is reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
17. INTERNAL AUDITOR:
The Board of Directors based on the recommendation of the Audit Committee has re-appointed Mr. G S N Raju, as the Internal Auditor of your Company. The Internal Auditor is submitting his reports on quarterly basis.
18. SECRETARAL AUDITOR:
M/s. DVM Gopal& Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for financial year 2015-16 forms part of the Annual Report as Annexure âCâ to the Board''s report.
19. PUBLIC DEPOSITS:
During the year, the company has not accepted any deposits in the nature of public deposits during the Financial Year ended 31st Mach, 2016.
20. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 is given in Annexure âEâ
21. VIGIL MECHANISM
In terms of the provisions of Section 177 (9) & (10) of Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formalized the process and institutionalized âWhistle Blower Policyâ within the Company, w hereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company.
The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.
The Vigil Mechanism and Whistle Blower Policy may be accessed on website of the Company at www.medinovaindia.cot .
22. LISTING & TRADING
The Equity Shares of your Company continue to remain listed with Bombay Stock Exchange Limited (BSE) and the Scrip Code: 526301 and ISIN: INE047C01019
The listing fee for the financial year 2016-17 has been duly paid. You may further note that the listing/ trading w as never suspended at any time during the financial year 2015-16.
23. CORPORATE GOVERNANCE:
We firmly understand and believe the importance of Corporate Governance. We always aim for the growth by adhering to the National and International Corporate Governance Standards. Our philosophy on corporate governance ensures fiscal accountability, ethical corporate behavior and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large.
A section on Corporate Governance along with a certificate from the Auditors M/s. Ratnam Dhaveji & Co., Chartered Accountants Firm Regn No 006677S confirming compliance of conditions of Corporate Governance as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Directorsâ Report.
24. MANAGEMENT DISCUSSION AND ANALYSIS:
In accordance with the provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Management Discussion and Analysis is herewith annexed as Annexure âGâ
25. SHARE CAPITAL:
During the year under review, there is no change in the authorized share capital, issued, subscribed and paid up capital of the Company.
26. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance.
During the year ended March 31, 2016, Four (4) Board Meetings were held. The dates on which the Board meetings were held are 22/05/2015, 13/08/2015, 09/11/2015 and 13/02/2016. The intervening gap between any two consecutive Board Meetings was within the period prescribed by the provisions of the Companies Act, 2013.
Detailed information regarding the meetings of the Board and committees is included in the report on Corporate Governance, which forms part of the Boardâs Report.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has given loans and made investment in its Subsidiary LLP namely M/s. Medinova Millennium MRI Services LLP. Except this there are no Loans, Guarantees, Investments given during the Financial Year ended on March31, 2016, which attracts the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions which were entered into during the Financial Year were on an arm''s length basis and in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and the Board for approval.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - âFâ to this Report.
Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, as approved and adopted by the Board of Directors may be accessed on the website of the Company www .medinovaindia.com
29. E- DISPATCH OF ANNUAL REPORTS
While adhering to the Green Initiative measures, as suggested by the MCA, we have resolved to dispatch the Annual Reports electronically to such shareholders who have registered and updated their e-mail IDs., with the Registrar & Transfer Agents of the Company. Annual Report, in physical form shall be dispatched to other shareholders.
30. PARTICULARS OF EMPLOYEES:
The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished hereunder:
S No. |
Name |
Designation |
Remuneration paid FY 2015-16 (Rs. In Lacs) |
Remuneration paid FY 2014-15 (Rs. In Lacs) |
Increase in (%) |
1. |
Mr. Sunil Chandra Kondapally |
Managing Director |
NIL |
NIL |
NA |
2. |
Mr. N. Ravi Kumar |
Chief Financial Officer |
6.98 |
5.78 |
20.83% |
3. |
Mr. Ramana Reddy |
Company Secretary |
2.40 |
0.60 (for 3 Months) |
NIL |
31. DEMATRIALISATON OF SHARES
The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid.
77.17% of the total paid up equity shares of your Company is in dematerialized form as on 31st March, 2016
32. CONSERVATON OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-D to this report.
33. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:
a. That in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. That the directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period.
c. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
d. That the directors have prepared the annual accounts on a ''going concern'' basis.
e. That 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. That the systems to ensure compliance with the provisions of all applicable law s and those systems were adequate and operating effectively.
34. CORPORATE SOCIAL RESPONSIBILITY
Since your Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies Act, 2013 read with Rules made there under, reporting pursuant to Section 134(3) (o) is Not Applicable.
35. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS: With regard to the Statutory Auditors'' observation on delays in making payments towards Income Tax dues, ESI and Provident Fund contributions, necessary corrective steps have been taken to remit the amount regularly.
With regard to the Secretarial Auditors'' observation the said delays were inadvertent. Measures are being taken to avoid such delays in future.
36. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTON, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.
The Company has not received any complaint on sexual harassment during the financial year.
37. ACKNOWLEDGEMENTS AND APPRECIATIONS
Your Directors appreciate the contribution made by the employees of the Company and acknowledge their hard work and dedication to ensure that the Company consistently performs well. The Board of Directors wish to express their sincere appreciation and thanks to all customers, suppliers, banks, solicitors, advisors, Government of India, concerned State Governments and other authorities for their consistent support and co-operation.
We are also deeply grateful to our shareholders for the confidence and faith that they have always placed in us.
By Order of the Board
For Medinova Diagnostic Services Limited
Dr. Sura Surendranath Reddy
Place: Hyderabad Chairman
Date: 08.08.2016 DIN 00108599
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty First Annual
Report of your Company together with the audited accounts for the year
ended 31st March, 2014 and Report of the Auditors thereon.
1. FINANCIAL RESULTS:
A statement of the financial and operational results of your Company
for the year under review is furnished hereunder:
(Rupees in Lakhs)
Particulars 2013-14 2012-13
Total Income 1115.59 1255.21
Total Expenditure 1146.78 1203.08
Interest 9.79 7.38
Depreciation 57.58 59.37
Profit / (Loss) before (98.56) (14.62)
exceptional Items and Tax
Exceptional Items 128.10 (12.11)
Provision for Tax
Current Tax 5.79 0.00
Deferred Tax 26.13 (2.32)
MAT Credit (0.43) 0.00
Profit / (Loss) after Tax (1.95) (24.41)
2. REVIEW OF OPERATIONS:
During the year the total turnover was Rs.1115.59 lakhs and Net loss
after taxes was Rs.1.95 lakhs. Although the turnover did not show any
improvement over the past years, expenditure in most of the heads were
kept under control. During the year, a unit of the company situated at
No. 55, Infantry Road, Shivaji Nagar, Bangalore-560001, was sold and
transferred as-a-going-concern, on slump sale basis together with all
its assets and liabilities on as-is-where-is basis, but excluding the
use of Medinova Brand Name, to M/s. Mallya Hospital (managed by
Chaparral Health Services Ltd, Bangalore (Purchaser) for a total
consideration of Rs.715.00 lakhs. The sale consideration was adjusted
against the amounts already advanced by the Purchaser to the company.
The sale is effective from the appointed date i.e. January 31, 2014.
Thus the company did not have the revenue from its Bangalore unit for
the last two months in the financial year. Post sale of the Bangalore
unit, the company''s retained business includes the diagnostic service
centres at Hyderabad, Pune, Kolkata and a mini centre at Bansdroni
(Kolkata).
3. DIVIDEND:
In view of the loss incurred by the Company for the year under review,
your Directors have not recommended any dividend on the paid up equity
share capital.
4. SHIFTING OF REGISTERED OFFICE:
The company has terminated the lease agreement entered for the
registered office premises. Accordingly your Board of Directors decided
to shift the registered office from 6-3-652, ''Kautilya'', Somajiguda,
Hyderabad - 500082 to 6-3-652, ''Anand Chambers'', Somajiguda, Hyderabad
- 500082 at its Board Meeting held on 09.08.2014 effective from
18.08.2014.
5. CHANGES IN MANAGEMENT:
During the year M/s. Vijaya Diagnostic Centre Private Limited had
acquired 24.54% shares of the company and had entered into an Agreement
for acquiring 27,50,220 equity shares of the company equivalent to
29.01% (29.16% of Voting Capital of MDSL) shareholding from the
erstwhile promoter M/s. Standard Medical & Pharmaceuticals Limited and
has made open offer for additional 26% of the Equity Shares as mandated
under Regulation 3(1) & 4 of the SEBI (SAST) Regulations, 2011.
Consequently, M/s. Vijaya Diagnostic Centre Private Limited after
completion of the open offer and acquisition of shares has acquired the
management control and became the promoter of the company. As on date,
the total shareholding of M/s. Vijaya Diagnostic Centre Private Limited
is 60.14% (60.46% of the Voting Capital of MDSL)
On receipt of the Detailed Public Statement on 3rd April, 2014 from M/s
Vijaya Diagnostic Centre Private Limited (Acquirer/ New Promoter) the
Board of Directors had constituted the committee of Independent
Directors consisting of Mr. P K Reddy, Chairman and Mrs. A Sailaja,
Member to provide reasoned recommendations on such open offer as per
Regulation 26(7) of the SEBI (SAST) 2011 and the said recommendation
was published on 27th May, 2014.
6. CHANGES IN CONSTITUTION OF THE BOARD:
During the year under report, Mr. D. A. Srinivas ceased to be the
Director of your Company consequent upon his resignation. The current
constitution of the Board comprises two Directors and two Independent
Directors. The Directors being Mr. A. Raghava Reddy and Mr. S Basu
Thakur & Mr. PK. Reddy and Mrs. Sailaja Aluru being Independent
Directors of the Company.
In accordance with the provisions of Sec 152 of the Companies Act,
2013, Mr. S Basu Thakur Director retires by rotation and being
eligible, offers themselves for re-appointment.
The Board now recommends the following appointments for approval of the
shareholders at the Annual General Meeting:
a. Appointment of Mr. Sunil Chandra Kondapally and Dr. Sura
Surendranath Reddy as Directors of the Company, who are the
representatives of Vijaya Diagnostic Centre Private Limited, in
accordance with Section 152 read with the relevant rules of the
Companies Act, 2013.
b. Appointment of Mr. Sunil Chandra as a Managing Director of the
Company in accordance with Section 196, 197 read with Schedule V of the
Companies Act, 2013.
c. Appointment of Mrs. A. Sailaja and Mr. P.K. Reddy as Independent
Directors from the ensuing Annual General Meeting in accordance with
Section 149 and other applicable provisions of the Companies Act, 2013
read with Sch IV and Clause 49 of the Listing Agreement.
The brief profile of the directors/independent directors/ managing
director to be appointed/re-appointed form part of the notes and
explanatory statement to the notice of the ensuing Annual General
Meeting.
7. STATUTORY AUDITORS:
M/s. J B Reddy & Co., Statutory Auditors of your Company, have tendered
a notice of unwillingness in writing for their re-appointment. In this
regard, the Board recommends the appointment of M/s. Ratnam Dhaveji &
Co., Chartered Accountants (Firm Registration No. 006677S), as
Statutory Auditors of the Company in place of the retiring Auditors.
The Company has received a Certificate from the proposed Auditors to
the effect that their appointment, if made would be within the
prescribed limits under Section 141 (3) (g) of the Companies Act, 2013
and that they are not disqualified for re-appointment.
Your Directors recommend the appointment of the Statutory Auditors from
the conclusion of this Annual General Meeting till the conclusion of
the 26th Annual General Meeting of the Company to be held in the year
2019.
8. LISTING OF SHARES OF THE COMPANY:
The Equity Shares of your Company continue to remain listed with Bombay
Stock Exchange Limited (BSE) and the Scrip Code: 526301 and ISIN:
INE047C01019. The listing fee for the year 2014-15 has been paid to the
Stock Exchange.
9. CORPORATE GOVERNANCE:
A Report on the Corporate Governance is annexed separately as part of
this report along with a Certificate of compliance from M/s. J B REDDY
& CO., Chartered Accountants Firm Regn No 003256S. Necessary
requirements of obtaining certifications/declarations in terms of
Clause 49 have been complied with.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report which forms an
integral part of the Annual Report is herewith annexed.
11. PUBLIC DEPOSITS:
During the year, the company has not accepted any deposits in the
nature of public deposits.
12. SHARE CAPITAL
During the year under review, there is no change in the authorized
share capital, issued, subscribed and paid up capital of the Company.
13. PARTICULARS OF EMPLOYEES:
None of the Employees are in receipt of any remuneration exceeding the
limits as prescribed under Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975.
14. PARTICULARS RELATING TO CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION:
The particulars of conservation of energy and technology absorption as
required to be furnished under Sec. 217(1)(e) of the Companies Act,
1956 read with relevant rules there under, are not applicable to your
Company.
15. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has not earned any foreign exchange during the year. Also,
during the year, there was no foreign exchange used.
16. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, in relation
to financial statements for the year 2013-14, the Board of Directors
reports that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b) Accounting policies have been selected 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 at
the end of the financial year and of the profit or loss of the Company
for the year under review;
c) Proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) The Annual Accounts for the financial year ended 31st March, 2014
have been prepared on a ''going concern'' basis.
17. REPLIES TO AUDITORS OBSERVATIONS IN THE AUDITORS REPORT:
With regard to the Auditors'' observation on delays in making payments
towards Income Tax dues, ESI and Provident Fund contributions,
necessary corrective steps have been taken to remit the amount
regularly. Statutory dues, as observed by the Auditors, have already
been cleared subsequently.
18. ACKNOWLEDGMENTS:
Your Directors express their gratitude to all the Banks, various
Government Agencies and the Investors of the Company, for their support
and cooperation. Your Directors also place on record appreciation for
all the employees of your company for their contribution.
By order of the Board
for Medinova Diagnostic Services Limited
Place : Hyderabad Raghava Reddy Adala
Date : 9th August, 2014 Chairman
DIN 01838089
Mar 31, 2013
To The Members of Medinova Diagnostic Services Ltd,
The Directors have pleasure in presenting the Twentieth Annual Report
of your Company together with the audited accounts for the year ended
31st March, 2013 and Report of the Auditors thereon.
FINANCIAL & OPERATIONAL RESULTS:
A statement of the financial and operational results of your Company
for the year under review, is furnished hereunder:
(Rupees in Lakhs)
Particulars 2012-2013 2011-2012
Total Income 1255.21 1306.05
Total Expenditure 1203.08 1257.68
Interest 7.38 8.97
Depreciation 59.37 58.21
Profit / (Loss) before (14.62) (18.81)
Exceptional Items and Tax
Exceptional Items 12.11 8.48
Profit / (Loss) before Tax (26.73) (27.29)
Provision for Deferred Tax (2.32) (0.97)
Profit / (Loss) after Tax (24.41) (26.32)
DIRECTORS'' RESPONSIBILITY STATEMENT:
Your Directors hereby confirm 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) they have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for the year under review;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) they have prepared the accounts for the financial year ended 31st
March, 2013 on a `going concern'' basis.
OPERATIONS:
During the year the total turnover was Rs. 1255.21 lacs and Net loss
after taxes was Rs. 24.41 lacs. Despite stiff Competition in the
Diagnostic market with new entrants each year in this field, we could
manage to keep our business in good stead. However, effective steps were
initiated to reduce the expenditure at all levels so as to minimise the
losses.
DIVIDEND:
In view of the loss, your directors have not recommended any dividend
on the paid up equity share capital of the company, for the year.
DIRECTORS:
Sri S Basu Thakur and Smt. A Sailaja, Directors retire by rotation and
being eligible, offer themselves for re-appointment.
AUDIT COMMITTEE:
The Audit Committee consists of Sri A Raghava Reddy, Sri P K Reddy and
Smt. A Sailaja. Sri P K Reddy is the Chairman of the Audit Committee.
The Committee met four times during the financial year 2012-13 and
reviewed the financial results and statements, internal control
procedures, accounting procedures etc.
AUDITORS:
M/s. J B Reddy & Co., Auditors of your Company, retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
With regard to the Auditors'' observation on delays in making payments
towards Income Tax dues, ESI and Provident Fund contributions,
necessary corrective steps have been taken to remit the amount
regularly. Part of statutory dues, as observed by the Auditors, have
already been cleared.
PUBLIC DEPOSITS:
During the year, the company has not accepted any deposits in the
nature of public deposits.
PARTICULARS OF EMPLOYEES:
None of the Employees is in receipt of remuneration exceeding the
limits as prescribed under Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975.
PARTICULARS RELATING TO CONSERVATION OF ENERGY ETC.,
The particulars of conservation of energy and technology absorption as
required to be furnished under Sec. 217(1)(e) of the Companies Act,
1956 read with relevant rules thereunder, are not applicable to your
Company.
The Company has not earned any foreign exchange during the year. Also,
during the year, there was no foreign exchange used.
CORPORATE GOVERNANCE :
A report on the Corporate Governance together with the Management
Discussion & Analysis and the Auditor''s Certificate on compliance with
the conditions of Corporate Governance under clause 49 of listing
agreement, is given in the Annexure.
ACKNOWLEDGMENTS:
Your Directors express their gratitude to all the Banks, various
Government Agencies and the Investors of the Company, for their support
and cooperation. Your Directors also place on record appreciation for
all the employees of your company for their contribution.
for and on behalf of the Board
Place : Hyderabad A RAGHAVA REDDY
Date : 14th August, 2013 Chairman
Mar 31, 2012
To The Members of Medinova Diagnostic Services Ltd,
The Directors have pleasure in presenting the Nineteenth Annual Report
of your Company together with the audited accounts for the year ended
31st Marfch, 2012 and Report of the Auditors thereon.
FINANCIAL & OPERATIONAL RESULTS:
A statement of the financial and operational results of your Company
for the year under review, is furnished hereunder:
(Rupees in Lakhs)
Particulars 2011-2012 2010-2011
Total Income 1306.05 1329.15
Total Expenditure 1257.68 1293.75
Interest 8.97 20.94
Depreciation 58.21 56.44
Profit / (Loss) before (18.81) (41.98)
Exceptional Items and Tax
Exceptional Items 8.48 5.12
Profit / (Loss) before Tax (27.29) (47.10)
Tax relating to prior years 0.00 0.24
Provision for Deferred Tax (0.97) (24.96)
Profit / (Loss) after Tax (26.32) (22.38)
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors hereby confirm 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) they have selected such accounting policies and applied them
consistently and made Judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for the year under review;
c) they ha
d) they have prepared the accounts for the financial year ended 31st
March, 2012 on a going concern' basis.
OPERATIONS:
During the year the total turnover was Rs. 1306.05 lacs and Net loss
after taxes was Rs.26,32 lacs. Eventhough, there is a marginal drop in
turnover when compared to the previous years' turnover, during the
year, the company had put in efforts to remain competitive and managed
to withstand the market pressures. The Centres were upgraded by
acquiring new CT Machine, Digital X-ray & Ultrasound Scanners.
DIVIDEND:
In view of the loss, your directors have not recommended any dividend
on the paid up equity share capital of the company, for the year.
DIRECTORS.
Sri R K. Reddy and Sri. D. A. Srinivas, Directors retire by rotation
and being eligible, offer themselves for re- appointment. -
AUDIT COMMITTEE:
The Audit Committee consists of Sri A Raghava Reddy, Sri P K Reddy and
Smt. A Sailaja. Sri P K Reddy is the Chairman of the Audit Committee.
The Committee met four times during the financial year 2011-12 and
reviewed the financial results and statements, internal control
procedures, accounting procedures etc.
AUDITORS:
M/s. J B Reddy & Co., Auditors of your Company, retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
With regard to the Auditors' observation on delays in making payments
towards Income Tax dues, ESI and Provident Fund contributions,
necessary corrective steps have been taken to remit the amount
regularly. Part of statutory dues, as observed by the Auditors, have
already been cleared.
PUBLIC DEPOSITS:
During the year, the company has not accepted any deposits in the
nature of public deposits.
PARTICULARS OF EMPLOYEES:
None of the Employees is in receipt of remuneration exceeding the
limits as prescribed under Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975.
PARTICULARS RELATING TO CONSERVATION OF ENERGY ETC.,
The particulars of conservation of energy and technology absorption as
required to be furnished under Sec. 217(l)(e) of the Companies Act,
1956 read with relevant rules thereunder, are not applicable to your
Company.
The Company has not earned any foreign exchange during the year. Also,
during the year, there was no foreign exchange used.
CORPORATE GOVERNANCE :
A report on the Corporate Governance together with the Management
Discussion & Analysis and the Auditor's Certificate on compliance with
the conditions of Corporate Governance under clause 49 of listing
agreement, is given in the Annexure.
ACKNOWLEDGMENTS:
Your Directors express their gratitude to all the Banks, various
Government Agencies and the Investors of the Company, for their support
and cooperation. Your Directors also place on record appreciation for
all the employees of your company for their contribution.
for and on behalf of the Board
Place : Hyderabad P K Reddy
Date : 14tH August, 2012 Director
Mar 31, 2011
The Members of
Medinova Diagnostic Services Ltd,
The Directors have pleasure in presenting the Eighteenth Annual Report
of your Company together with the audited accounts for the year ended
31st March, 2011 and Report of the Auditors thereon.
FINANCIAL & OPERATIONAL RESULTS:
A statement of the financial and operational results of your Company
for the year under review, is furnished hereunder:
(Rupees in Lakhs)
Particulars 2010-2011 2009-2010
Total Income 1329.15 1221.95
Total Expenditure 1298.87 1250.81
Interest 20.94 25.59
Depreciation 56.44 58.39
Profit / (Loss) before
Prior period adjustments (47.10) (112.84)
Prior year adjustments 0.24 0.49
Profit / (Loss) before Tax (47.34) (113.33)
Provision for Deferred Tax (24.96) (21.02)
Profit / (Loss) after Tax (22.38) (92.31)
DIRECTORSÃ RESPONSIBILITY STATEMENT:
Your Directors hereby confirm 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) they have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for the year under review;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) they have prepared the accounts for the financial year ended 31st
March, 2011 on a `going concern' basis.
OPERATIONS:
During the year 2010-11 the total Business Income was Rs.1329.15 lacs
and a net loss after Taxes was Rs.22.38 lacs. During the year the
company had strived hard and could achieve an increase in the turnover
and thereby brought down the net loss after taxes. The business
operations of the Pune centre were shifted to a new premises and we
expect an increased level of revenues in the coming years. To upgrade
the centres, new equipment namely Colour Droppler, Ultra Sound and
Stress Test Machines were acquired.
DIVIDEND:
In view of the loss, your directors have not recommended any dividend
on the paid up equity share capital of the company, for the year.
DIRECTORS:
Sri S. Basu Thakur and Smt. A Sailaja, Directors retire by rotation and
being eligible offer themselves for re- appointment.
AUDIT COMMITTEE:
The Audit Committee consists of Sri A Raghava Reddy, Sri P K Reddy and
Smt. A Sailaja. Sri P K Reddy is the Chairman of the Audit Committee.
The Committee met four times during the financial year 2010-11 and
reviewed the financial results and statements, internal control
procedures, accounting procedures etc.
AUDITORS:
M/s. J B Reddy & Co., Auditors of your Company, retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
With regard to the Auditors' observation on delays in making payments
towards Income Tax dues, ESI and Provident Fund contributions,
necessary corrective steps have been taken to remit the amount
regularly. Part of statutory dues, as observed by the Auditors, have
already been cleared.
PUBLIC DEPOSITS:
During the year, the company has not accepted any deposits in the
nature of public deposits.
PARTICULARS OF EMPLOYEES:
None of the Employees is in receipt of remuneration exceeding the
limits as prescribed under Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975.
PARTICULARS RELATING TO CONSERVATION OF ENERGY ETC.,
The particulars of conservation of energy and technology absorption as
required to be furnished under Sec. 217(1)(e) of the Companies Act,
1956 read with relevant rules thereunder, are not applicable to your
Company.
The Company has not earned any foreign exchange during the year. Also,
during the year, there was no foreign exchange used.
CORPORATE GOVERNANCE :
A report on the Corporate Governance together with the Management
Discussion & Analysis and the Auditor's Certificate on compliance with
the conditions of Corporate Governance under clause 49 of listing
agreement, is given in the Annexure.
ACKNOWLEDGMENTS:
Your Directors express their gratitude to all the Banks, various
Government Agencies and the Investors of the Company, for their support
and cooperation. Your Directors also place on record appreciation for
all the employees of your company for their contribution.
for and on behalf of the Board
A Raghava Reddy
Chairman
Place : Hyderabad
Date : 12th August, 2011
Mar 31, 2010
The Directors have pleasure in presenting the Seventeenth Annual
Report of your Company together with the audited accounts for the
period ended 31st March, 2010 and Report of the Auditors thereon.
FINANCIAL & OPERATIONAL RESULTS:
A statement of the financial and operational results of your Company
for the year under review, is furnished hereunder:
(Rupees in Lakhs)
Particulars 2009-2010 2008-2009
Total Income 1221.95 1240.50
Total Expenditure 1250.81 1198.28
Interest 25.59 30.19
Depreciation 58.39 55.51
Profit / (Loss) before
Prior period adjustments (112.84) (43.48)
Prior year adjustments 0.49 1.09
Profit / (Loss) before Tax: (113.33) (44.57)
Provision for Taxes:
Fringe Benefit Tax 0.00 2.24
Deferred Tax (21.02) 26.07
Profit / (Loss) after Tax (92.31) (72.88)
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors hereby confirm 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) they have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for the year under review;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) they have prepared the accounts for the financial year ended 31st
March, 2010 on a `going concern basis.
OPERATIONS:
During the year 2009-10 the total Business Income was Rs.1221.95 lacs
and a net loss after taxes was Rs.92.31 lacs. During the year the
company had put in efforts to remain competitive and could achieve a
very marginal increase in Diagnostic Receipts Income. The revenue
generation from the Pune centre is yet to pick up after the shifting of
the premises to a new location. The marketing teams are strengthened at
Hyderabad and Pune to improve the reach of our services. To upgrade the
centers, some equipment have been added namely Computed Radiography
System and Semi Auto Analyzers.
DIVIDEND:
In view of the loss, your directors have not recommended any dividend
on the paid up equity share capital of the company, for the year.
DIRECTORS:
Sri P K Reddy and Sri D A Srinivas, Directors retire by rotation and
being eligible, offer themselves for re- appointment.
AUDIT COMMITTEE:
The Audit Committee consists of Sri A Raghava Reddy, Sri P K Reddy and
Smt. A Sailaja. The Committee met five times during the financial year
2009-10 and reviewed the financial results and statements, internal
control procedures, accounting procedures etc., Sri P K Reddy is the
Chairman of the Audit Committee.
AUDITORS:
M/s. J B Reddy & Co., Auditors of your Company, retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
With regard to the Auditors observation on delays in making payments
towards Income Tax dues, ESI and Provident Fund contributions,
necessary corrective steps have been taken to remit the amount
regularly. Part of statutory dues, as observed by the Auditors, have
already been cleared.
With regard to the Auditors observation on dues to a Scheduled Bank
representing the balance amount of the liability taken over by the
company from M/s Standard Medical & Pharmaceuticals Ltd., a one time
settlement proposal is pending for clearance with the said Bank.
PUBLIC DEPOSITS:
During the year, the company has not accepted any deposits in the
nature of public deposits.
PARTICULARS OF EMPLOYEES:
None of the Employees is in receipt of remuneration exceeding the
limits as prescribed under Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975.
PARTICULARS RELATING TO CONSERVATION OF ENERGY ETC.,
The particulars of conservation of energy and technology absorption as
required to be furnished under Sec. 217(1)(e) of the Companies Act,
1956 read with relevant rules thereunder, are not applicable to your
Company.
The Company has not earned any foreign exchange during the year. Also,
during the year, there was no foreign exchange used.
CORPORATE GOVERNANCE :
A report on the Corporate Governance together with the Management
Discussion & Analysis and the Auditors Certificate on compliance with
the conditions of Corporate Governance under clause 49 of listing
agreement, is given in the Annexure.
ACKNOWLEDGMENTS:
Your Directors express their gratitude to all the Banks, various
Government Agencies and the Investors of the Company, for their support
and cooperation. Your Directors also place on record appreciation for
all the employees of your company for their contribution.
for and on behalf of the Board
Place : Hyderabad A Raghava Reddy
Date : 3rd August, 2010 Chairman