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A D S Diagnostic Ltd.

BSE: 523031 Sector: Health care
NSE: N.A. ISIN Code: N.A.
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A D S Diagnostic Ltd. (ADSDIAGNOSTIC) - Director Report

Company director report

TO THE MEMBERS:

Your Directors have pleasure in presenting the Thirtieth Annual Report together withthe Audited accounts for the year ended 31st March 2015.

FINANCIAL RESULTS 2014-2015 2013-2014
(Rs.) (Rs.)
Operating Income 75683969 74292535
Profit before Interest & Depreciation 8253654 5013600
Less: a) Interest 3117592 1993377
b) Depreciation 2998976 1961123
Profit Before Exceptional and Extraordinary item and Tax 2137086 1059100
Exceptional Item 1942197 0
Net Profit / (Loss) before Taxation 1942197 1059100
Provision for Income Tax 1463972 763000
Provision for Deferred Tax (369476) (141676)
Net Profit / (Loss) after Taxation 847701 437776
Less: Balance of Loss Brought forward from previous years 896336 1334112
Less: Depreciation as per schedule II of Co. Act 2013 909031 0
Add: Excess/ (Short) Provision for Income Tax for Previous years 0 0
Balance carried to Balance Sheet (957665) (896336)

Results of Business Operations and the State of Company’s Affairs

The operational income of the Company has increased from Rs.742.92 Lacs to Rs. 756.83Lacs registering a growth of 1.87 % in the current year. Income from scanning business hasdecreased from Rs. 1.10 Lacs to Rs. 0.65 Lacs during the year under review. The incomefrom trading and servicing has decreased from Rs. 591.98 Lacs to Rs. 471.17 Lacs for thecurrent year. While Distribution Commission has increased from Rs. 140.27 Lacs to Rs.271.80 Lacs for the current year. Overall income has increased by Rs. 13.92 Lacs duringthe year under review.

The Overall income is increasing year after year. The company has earned profit of Rs.8.47 Lacs after tax as against the profit of Rs. 4.38 Lacs in Previous Year. The Directorsare hopeful to achieve a growth in the year 2015-16 as the company has undertaken newprojects/Tenders

Number of meetings of the Board

Four meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.

Subsidiaries. Joint Ventures and Associate Companies

The Company does not have any Subsidiary Joint venture or Associate Company

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

Internal financial control means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany’s policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively

Listing

Shares of your Company continue to be listed on Bombay Stock Exchange Limited Mumbaiand the listing fee has been paid for the year 2015-2016 in the month of April 2015

Directors

Mrs. Radhika Sehgal Directors of the Company retires by rotation and being eligibleoffer herself for reappointment.

The Board recommends to the shareholders the re-appointments of the above-mentionedDirector.

Independent Directors

The terms and conditions of appointment of independent directors are as per Schedule IVof the Act Pursuant to the provisions of Section 134(3)(d) read with Section 149(6) thedeclaration by the independent Directors that they meet the criteria of independence hasbeen received.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). Theevaluation criteria inter-alia covered various aspects of the board’s functioningincluding its composition attendance of Directors participation levels bringingspecialized knowledge for decision making smooth functioning of the Board and effectivedecision making. The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.

Policy on Directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the directors’ report.

Audit committee and Vigil Mechanism

The details pertaining to composition of audit committee and vigil mechanism areincluded in the Corporate Governance Report which forms part of this report

Auditors

The Auditors M/s R. Nagpal Associates Chartered Accountants New Delhi hold officetill the conclusion of the ensuing Annual General Meeting and are recommended forratification of appointment. They have submitted a certificate in accordance with theapplicable provisions of the companies Act 2013 confirming their eligibility andwillingness for re-appointment.

Auditors’ report and secretarial auditors’ report

The auditors’ report and secretarial auditors’ report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure which forms part of this report.

Particulars of loans guarantees and investments

There was no Loan Guarantees or Investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

Transactions with related parties

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

Extract of Annual Return

As provided under Section 92(3) of the Act the extract of annual return is attached tothis report in the prescribed Form MGT-9. Corporate Social Responsibility

Provisions of Section 134 of the Companies Act 2013 are not applicable to theCompany.

Reserves

No amount is proposed to transfer/carry to any reserve.

Dividend

No Dividend is declared for the current financial year due to conservation of profits.

Material Changes

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatetill the date of this report

Conservation of Energy Technology Absorption. Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo is given in the Annexure forming part of this Report.

Risk Management

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company’s existence are very minimal.

Disclosures under Sexual Harassment of Women at Workplace (Prevention. Prohibition& Redressal) Act. 2013

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Transfer of Unclaimed Dividend to Investor Education and Projection Fund

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

No Dividend is declared for the current financial year due to conservation of profits.

Shares

• Equity shares with differential rights

The Company has not issued any equity share with differential rights during the yearunder review.

• Buy Back Of Securities

The Company has not bought back any of its securities during the year under review.

• Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

• Bonus Shares

No Bonus Shares were issued during the year under review.

• Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

• Fraud Reporting

The Company has not made any Fraud and nothing has been hidden from Central Governmentin this regard.

Significant and Material orders passed by the Regulators or Courts or Tribunals

No significant or material orders were passed by any Regulator or Courts or Tribunalswhich impact the going concern status and Company’s operations in future.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

Particulars of Employees

The information pertaining to particulars of employees as Section 197 of the CompaniesAct 2013 is given in the Annexure forming part of this Report

Fixed Deposits

The Company has not accepted any deposits under Section 58A of Companies Act 1956during the financial year under review. Acknowledgement

Your Directors wish to place on record their appreciation for the co-operation andassistance extended by the Company’s employees medical professionals customersvendors and academic institutions. Your Directors also acknowledges gratefully theshareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

DR. GAUTAM SEHGAL MR. RAVI KOHLI
MANAGING DIRECTOR CHAIRMAN
PLACE-: NEW DELHI
DATE-: May 302015 (DIN 00034243) (DIN: 01012554)

ANNEXURE TO DIRECTOR'S REPORT

A. Conservation of energy:

(a) Energy conservation measures taken; LED Light have been Put-up in place ofTraditional Lights.

(b) Additional investments and proposals if any being implemented for reduction Ofconsumption of energy;: - NO

(c) Impact of the measures at (a) and (b) above for reduction of energy: - Impact willbe known in current year.

(d) Consumption and consequent impact on the cost of production of goods;NA

(e) Total energy consumption and energy consumption per unit of production as per FormA of the Annexure in respect of industries specified in the Schedule there to.NA

B. Technology absorption:

(a) Efforts in brief made towards technology absorption adaptation and innovation :-NA

(b) Benefits derived as a result of above efforts NA

(c) Technology inducted NA

(d) Efforts made in technology absorption as per Form B of the Annexure :NA

C. Foreign exchange earnings and outgo:

(a) Activities relating to exports; initiatives taken to increase exports; developmentOf new export markets for products and services; and export plans;:- The Company iscontinuously making its efforts for export of sales and services in the overseas market

(b) Total foreign exchange used and earned. :-

i) Foreign Exchange earned (FOB) Rs. 355.49 lacs (Previous Year 126.50 lacs).

ii) Foreign Exchange out go (CIF) 346.78 lacs (Previous Year 353.08 lacs).

Particulars of Employees

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow

IRatio of the remuneration of each Director/KMP to the median remuneration of all theemployees of the Company for the financial year: -

A. Ratio of the remuneration of the director to the median remuneration of theemployees is 16.15.

B. Ratio of the remuneration of the KMP to the median remuneration of the employees is6.80.

2. Relationship between average increase in remuneration and company performanceComparison of the remuneration of the KMP against the performance of the Company: - TheAverage increase in the remuneration of KMP is directly proportion to performance of thecompany.

3. Comparison of the remuneration of the KMP against the performance of the Company: -The Remuneration is being paid as per the performance of the company.

4. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer :- The comparison ofmarket capitalization of the company price earnings ratio as at the closing date of thecurrent financial year and previous financial year and percentage increase over decreasein the market quotations of the shares is not possible in shares of the company are rarelyquoted on BSE. Company has come up with Right Issue in the year 1993.

5. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:-The averagepercentile increase in salaries of the employees is 12.5% Whereas Managerial personal isgetting raise as 10% p.a. as approved by Central Government.

6. Comparison of the each remuneration of the KMP against the performance of theCompany: - The raise given to KMP is based on the Performance of Company.

7. The key parameters for any variable component of remuneration availed by thedirectors: - NO

8. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors hut receive remuneration in excess of the highest paid directorduring the year: - NO Such employee is getting excess remuneration over the remunerationpaid to Managing Director.

9. Remuneration is as per the remuneration policy of the Company: - Yes

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

For the financial year ended 31st March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rutys 2014]

To

The Members ADS Diagnostic Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ADS Diagnostic Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the ADS Diagnostic Limited’s books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the company has during the audit period covering the financial year ended on 31stMarch 2015 generally complied with the statutory provisions listed hereunder and alsothat the Company has proper Board-processes and compliance mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by AD S Diagnostic Limited for the financial year ended on 31stMarch 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA ’) and the rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBIAct’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(vi) Other laws applicable to the Company as per the representations made by theManagement.

We have also examined compliance with the Listing Agreements entered by the Companywith Bombay Stock Exchange Limited. However Secretarial Standards issued by the Instituteof Company Secretaries of India (ICSI) were not applicable to the Company for the periodunder review.

During the period under review and as per the explanations and clarifications given tous and the representation made by the Management the Company has substantially compliedwith the provisions of the Act Rules Regulations Guidelines etc. mentioned above.However The Company Has Paid Rs. 50 668 to Bombay stock exchange for delay filing ofCorporate Governance Compliance Report and Shareholding Pattern for the quarter ended onSeptember 30 2014. There were no penalties strictures imposed on the Company by SEBI orany statutory authority on any matter related to capital markets during the last threeyears.

We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors NonExecutive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

We further report that adequate notice is given to all directors to schedule the BoardMeetings agenda and detailed notes on agenda were sent adequately in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting. Decisions at theBoard Meetings as represented by the management were taken unanimously.

We further report that as per the explanations given to us and the representations madeby the Management and relied upon by us there are adequate systems and processes in theCompany commensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

We further report that during the period under review as explained and represented bythe management there were no specific events/actions in pursuance of the above referredlaws rules regulations guidelines standards etc. having a major bearing on theCompany’s affairs.

For and on behalf of
Sourabh Gupta & Associates
Company Secretaries
Delhi May 302015 CS Sourabh Gupta
Proprietor
M. NO. 32052
C. P. No. 13183

This Report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.

‘AnnexureA’

To

The Members ADS Diagnostic Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For and on behalf of
Sourabh Gupta & Associates
Company Secretaries
New Delhi May 302015 CS Sourabh Gupta
Proprietor
M. NO. 32052
C. P. No. 13183

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