DIRECTORS' REPORT To The Members, Medinova Diagnostic Services Limited. 1. Your Directors have pleasure in presenting the Twenty Second Annual Report of your Company together with the audited accounts for the year ended 31st March, 2015 and Report of the Auditors thereon. 2. REVIEW OF OPERATIONS: During the year the total turnover was Rs. 817.56 lakhs and Net loss after taxes was Rs.359.14 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 under review, the Services of the Pune Centre were discontinued due to non-viability the business operations. The Company has taken-up revamping of the business operations at Kolkata by investing additional funds to make the Centre more profitable. 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. 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 no Material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2015 to the date of signing of the Director's Report 6. 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. 7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES Company has no Joint Venture or Associate Companies. Company has a Wholly owned Subsidiary LLP namely M/s. Medinova Millennium MRI Services LLP in West Bengal. 8. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT. Company has wholly owned Subsidiary LLP namely M/s. Medinova Millennium MRI Services LLP in West Bengal, which is not a company within the provisions of the Act.Except this, Company has no Subsidiary or Associate, Associate Company and Joint Venture Companies 9. CHANGES IN CONSTITUTION OF THE BOARD: During the year under report, Mr.A. Raghava Reddy, Mr. S. Basu Thakur, Mr. Ponaka Krishna Reddy and Mrs. Aluru Sailaja ceased to be the Directors of your Company. The Board places on record its profound appreciation for the contributions made by them during their tenure as Directors consequent upon their resignations. a) During the year under review, the members approved the appointments of Mr. K. V. Ravindra Reddy, Mr. P. Kamalakar Rao and Dr. G. Ramesh Ramayya as Non-executive Independent Directors who are not liable to retire by rotation and Dr. Sura Surendranath Reddy and Mrs. Suprita Reddy Sura as Non-Executive - Non- independent Directors. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. b) The brief profiles of the directors who are to be appointed / re-appointed form part of the notes and explanatory statement to the notice of the ensuing Annual General Meeting. 10. STATUTORY AUDITORS: M/s. Ratnam Dhaveji & Co., Chartered Accountants, the Statutory Auditors of your Company hold Office till conclusion of ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment. 11. SECRETARIAL AUDITOR: M/s. DVM Gopal & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there-under. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure C to the Board's report. 12. 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 2015-16 has been paid to the Stock Exchange. 13. 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. Ratnam Dhaveji& Co., Chartered Accountants Firm Regn No 006677S. Necessary requirements of obtaining certifications/declarations in terms of Clause 49 have been complied with. 14. 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 as 'G'. 15. PUBLIC DEPOSITS: During the year, the company has not accepted any deposits in the nature of public deposits. 16. EXTRACT OF THE ANNUAL RETURN: The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - 'E' to this Report. 17. 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. 18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: During the year ended March 31, 2015, Five (5) Board Meetings were held. The dates on which the Board meetings were held are April 29, 2014, May 30, 2014, August 9, 2014, November 10, 2014 and February 13, 2015. 19. 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, 2015, which attracts the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014. 20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is 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 - 'F' to this Report. 21. PARTICULARS OF EMPLOYEES: During the year NONE of the employees have received remuneration more than the limits specified under the Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 22. CONSERVATION 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 23. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134 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, 2015, 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 laws and that such systems were adequate and operating effectively. 24. 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. 25. VIGIL MECHANISM Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at: www.medinovaindia.com . 26. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, 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. 27. 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 Dr.Sura Surendranath Reddy Chairman DIN 00108599 Date: 13th August, 2015 Place: Hyderabad |