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A D S Diagnostic Ltd.

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

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Thirty Second Annual Report of thecompany along with the Audited Financial Statements for the year ended 31st March 2018.


Financial Results 2017-18 (Rs) 2016-17 (Rs.)
Operating Income 67505043 61185874
Profit before Interest & Depreciation 9950748 358916
Less: a) Interest 4803089 5155120
b) Depreciation 1477025 1630159
Profit Before Exceptional and Extraordinary item and Tax 3670635 (6426363)
Exceptional 1 Item -
Net Profit / (Loss) before Taxation 3670635 (6426363)
Provision for Income Tax 228552 -
Add: Short Provision for Income Tax for Previous years - (57325)
Less:- Provision for Deferred Tax 1324508 (1139977)
Net Profit / (Loss) after Taxation 2117575 (5229061)
Add: Other Comprehensive Income 147879 (535807)
Total Comprehensive income attributable to equity holders 1965733 (4693254)
Less: Balance of Loss Brought forward from previous years (2784357) 1908897
Less: Other comprehensive income (211141) (359020)
Balance carried to Balance Sheet (1029765) (3143377)

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

The operational income of the Company has increased from Rs.675.05 Lakhs to Rs.611.85Lakhs registering a Positive growth of 10.33% in the current year. The income from tradingand servicing has increased from Rs.577.62 Lakhs to Rs. 448.55 Lakhs forthe currentyearwhile Distribution Commission has Increased from Rs. 77.20 Lakhs to Rs.60.74 Lakhsfor the current year. Overall income has increased by Rs.63.02 Lakhs during the yearunder review.

The Overall income has increased due to floating of tender for procurement of medicalequipment by the Govt. coupled with the demonetization of Indian currency. The company hasincurred profit of Rs.21.17 Lakhs after tax asagainstthe loss of Rs. 52.39 Lakhs inPreviousYear. The Directorsare hopeful to achieve a growth in the year 2018-19 as thecompany has undertaken new projects/Tenders.

Number of meetings of the Board

Four (4) meetings of the Board were held during the year and the intervening gapbetween the Meetings was within the period prescribed under the CompaniesAct 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

Directors' Responsibility Statement

Pursuant to Section 134the board of directors to the best of their knowledge andability confirm that:

• In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

• The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

• The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

• The directors had prepared the annual accounts on a going concern basis; and

• 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 of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

• The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Shares of your Company continue to be listed on Bombay Stock Exchange Limited Mumbaiand the listing fee has been paid for the year 2018-2019 in the month of April 2018.


The Board of Directors of the Company is duly constituted. In accordance with theprovisions of Section 152 of the Act Mrs. Radhika Sehgal Director of the Companyretires by rotation and being eligible offer herself for re-appointment. The Boardrecommended her re-appointment. Further brief profile and other details of Mrs. RadhikaSehgal are provided in the Notice of the Annual General Meeting.

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. During the year under review the Non-Executive Independent Directors ofthe Company had no pecuniary relationship or transactions with the Company.

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 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The Board has devised a policy on the evaluation of performance ofboard of Directors Committee and Individual Directors. Accordingly the Chairman of theNomination and Remuneration Committee obtained from all the board members duly filled inevaluation templates for evaluation of the Board as a whole evaluation of the committeesand peer evaluation. The summary of the evaluation reports were presented to therespective Committees and the Board for their consideration. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.


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.

Policy on Directors' appointment and remuneration and other details

The Company' s policy on directors' appointment and remuneration and other mattersprovided in Section 178(1) & (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' 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 report and hence the said provision is notapplicable.

Transactions with related parties

There was no contractor arrangements made with related parties as defined under Section188 of the Companies Act 2013 during the year under report. The details of transactionswith the Company and related parties are given for information under notes to Accounts.

Extract of Annual Return

As provided under Section 92(3) of the Act the extract of annual return is attached tothis report in the prescribedFormMGT-9.

Corporate Social Responsibility

Provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany.


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


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

Change in the Nature of the Business

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

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& Redress all Act 2013.

Your Directors state that the company has zero tolerance on sexual harassment atworkplace. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Transfer to Unclaimed Dividend to IEPF.

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

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.

Managerial Remuneration and Particulars of Employees

The information pertaining to particulars of employees as Section 197 of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given in the Annexure forming part of this Report.


The Company has not accepted any deposits under Section 73 of Companies Act 2013during the financial year under report.

Corporate Governance Report

Corporate governance provisions as specified in Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable tothe Company. However as per the governance policies of the Company the Company hassubstantially followed and observed these regulations. A report on Corporate Governancecovering among others details of meetings of the Board and Committees along with acertificate for compliance with the regulations of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations 2015.

Management Discussion and Analysis Report

A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.


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

Place: Delhi Gautama Sehgal Ravi Kohli
Date: 29.05.2018 Managing Director Chairman & Director
DIN:00034243 DIN:01012554