The Directors are pleased to present the Twenty Eighth Annual Report along with theaudited financial statements for the financial year ended March 31 2021.
1. Financial Highlights Standalone & Consolidated
|Particulars ||Standalone ||Consolidated |
| ||(Rs. in lakhs) ||(Rs. in lakhs) |
| ||F.Y. || ||F.Y. || |
|INCOME ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from Operations ||1131.63 ||549.30 ||1274.35 ||744.70 |
|Other Income ||29.39 ||26.32 ||13.61 ||7.40 |
|Less: || || || || |
|Expenses || || || || |
|Operating Expenses ||868.71 ||519.03 ||973.83 ||625.19 |
|Finance Cost ||30.87 ||42.36 ||46.26 ||59.37 |
|Depreciation ||32.19 ||41.22 ||71.65 ||95.11 |
|Profit before Tax ||229.25 ||(26.99) ||196.22 ||(27.57) |
|Less: || || || || |
|Tax Expenses || || || || |
|Current tax ||8.51 ||0 ||8.51 ||0 |
|Deferred tax ||3.74 ||2.58 ||(3.19) ||(4.80) |
|Taxes of earlier years ||0.43 ||0 ||0.43 ||0 |
|Profit after Tax ||216.57 ||(29.57) ||190.47 ||(22.77) |
|Less: || || || || |
|Other Comprehensive Income ||(4.82) ||(0.27) ||(4.82) ||(0.27) |
|Total Comprehensive Income ||211.75 ||(29.84) ||185.65 ||(23.05) |
FINANCIAL PERFORMANCE REVIEW Standalone
During the year under review the Company generated an income of Rs. 1131.63 lakhs ascompared to Rs. 549.30 lakhs in the previous year from the business operations. Theoperations resulted in a net profit after tax of Rs. 216.57 Lakhs as against net loss ofRs. (29.57) Lakhs in the previous year.
The Company achieved consolidated revenue of Rs. 1274.35 Lakhs as against Rs. 744.70Lakhs in the previous year. The Company has earned a consolidated net profit after tax ofRs. 190.47 Lakhs as against net loss of Rs. (22.77) Lakhs in the previous year.
The Standalone and Consolidated Financial Statements of the Company prepared inaccordance with relevant Accounting Standards (AS) and approved by the Board of Directorsof the Company forms part of this Annual Report.
The Directors have not recommended any dividend for the year under review.
Transfer to General Reserves:
The Directors have not transferred any amount to General Reserve for the year underreview.
Your Company does not have any subsidiary Companies. However as per explanation givento Section 2(87) of Companies Act 2013 which defines Subsidiary Company the MedinovaMillennium MRI Services LLP is considered as a subsidiary being a body corporate.
Pursuant to Proviso to Section129 (3) of the Act a statement containing the briefdetails of performance and financials of the Subsidiary LLP for the financial year endedMarch 31 2021 is attached as Annexure-A and forms part of this Report.
None of the Companies have become or ceased to be its Subsidiaries joint ventures orassociate companies during the year under review.
Directors and key Managerial Personnel
At the AGM held on September 25 2020 Mr. Kamalakar Rao was reappointed as anIndependent Director of the Company for a second term of 5 years.
In the opinion of the Board Mr. Kamalakar Rao possesses requisite expertise integrityand experience including proficiency who was appointed as an Independent Director of theCompany during the year under review.
In accordance with the provisions of Section 152 and other applicable provisions ifany of the Companies Act 2013 and the Articles of Association of the Company Dr. S.Surendranath Reddy will retire by rotation at the ensuing Annual General Meeting andbeing eligible offered himself for reappointment.
The Company has received declarations / confirmations from all the IndependentDirectors of the Company as required under Section 149(7) of the Act read with Rule 6 ofthe Companies (Appointment and Qualification of Directors) Rules 2014 and Regulation25(8) of the SEBI Listing Regulations 2015.
Except as stated above there were no change in Directors and Key Managerial Personnelof the Company during the year under review.
Meetings of Board
During the Financial Year Four (4) meetings of the Board of Directors were held. Thedetails of the meetings of the Board are given under the Corporate Governance Report whichforms part of this Report.
Pursuant to the provisions of the Act and the SEBI Listing Regulations 2015 the Boardhas carried out the annual performance evaluation of the Directors individually as well asevaluation of the working of the Board and of the Committees of the Board by way ofindividual and collective feedback from Directors.
|The following were the Evaluation Criteria: |
|a) Knowledge and Skills Professional Conduct For Independent Directors: |
|Duties Role and Functions Fulfillment of the Independence Criteria and their independence from the management |
|Performance as Team Leader/Member Evaluating Business Opportunity and analysis o b) For Executive Directors: |
|Set Key Goals and Achievements Professional Conduct and Integrity ||f Risk Reward Scenarios |
|Sharing of Information with the Board. || |
The Directors expressed their satisfaction with the evaluation process.
The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the Rules made thereunder and Regulation 18 of the SEBI(LODR) Regulations 2015. The details relating to the Audit Committee are given in thesection relating to Corporate Governance forming part of the Board Report.
Vigil Mechanism/ Whistle Blower Policy
Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI ListingRegulations 2015 a Vigil Mechanism or Whistle Blower Policy for directors employees andother stakeholders to report genuine concerns has been established. The same is uploadedon the website of the Company and the web-link ishttp://www.medinovaindia.com/investors.php
It is affirmed that no personnel of the Company has been denied access to the AuditCommittee.
During the year the Company has not accepted any public deposits.
Loans Guarantees or Investments
During the period under review your Company has not given any loans guarantees andnot made any investments.
Related party transactions that were entered into during the financial year were onarm's length basis and d P y Transactions: were in ordinary course of business. There areno materially significant related party transactions made by the Company which may havepotential conflict with the interest of the Company.
There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm's length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014. e Company's The Board has approved a policy for relatedparty transactions which has been uploaded on th website. The web-link as required underSEBI Listing Regulations 2015 is http://www.medinovaindia.com/investors.php
Management's discussion and analysis
Management Discussion and Analysis Report is annexed hereto and forms part of thisAnnual Report.
A report on Corporate Governance covering among others composition details of meetingsof the Board and Committees along with a certificate for compliance with the applicableconditions of Corporate Governance in accordance with the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 issued by Mr.D. Balarama Krishna Practicing Company Secretary Hyderabad is annexed hereto and formspart of this Annual Report.
During the year under review maintenance of cost records and requirement of cost auditas prescribed under the provisions of Section 148 (1) of the Companies Act 2013 are notapplicable to the Company.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are as follows:
A. Conservation of Energy
The operations of your company do not consume high levels of energy. In its endeavourtowards conservation of energy your Company ensures optimal use of energy avoid wastagesand endeavors to conserve energy as far as possible.
B. Technology Absorption
Your Company has not carried out any research and development activities during theyear.
C. Foreign Exchange Earnings and outgo: NIL
Auditors a)Statutory Auditors
Pursuant to the provisions of Sections 139 142 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014M/s. M. Anandam & Co. Chartered Accountants (ICAI Firm Registration No. 000125S) wereappointed as Statutory Auditors of the Company by the Board of Directors at their meetingheld on April 23 2021 to fill the casual vacancy caused by the resignation of M/s. RatnamDhaveji & Co. Chartered Accountants (ICAI Firm Registration No. 006677S) and theywill hold office upto the conclusion of ensuing Annual General Meeting of the Company(AGM).
Pursuant to provisions of Section 139(8) of the Act approval of members is beingsought by way of postal ballot for the aforesaid appointment of auditor in casualvacancy.
The Board on the basis of recommendation of Audit Committee recommended theappointment of M/s. M. Anandam & Co. Chartered Accountants (ICAI Firm RegistrationNo. 000125S) as Statutory Auditors to the members of the Company at the ensuing AGM for afirst term of five (5) consecutive years to hold office from the conclusion of the 28thAnnual General Meeting of the Company until the conclusion of the 33rd Annual GeneralMeeting of the Company. M/s. M. Anandam & Co. have conveyed their consent to beappointed as the Statutory Auditors of the Company along with a confirmation that theirappointment if approved and made by the members would be within the limits prescribedunder the Companies Act 2013.
The Audit Report for the F.Y. 2020-21 submitted by M/s. Ratnam Dhaveji & Co.Chartered Accountants Qualifications or reservations or adverse remarks on the financialstatements of the Company. The Auditors have not reported any frauds to the AuditCommittee as prescribed under Sec. 143(12) of the Companies Act 2013. b)SecretarialAuditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsappointed Mr. D. Balarama Krishna Practicing Company Secretary Hyderabad as Secretarialauditor to undertake the Secretarial "Annexure B" Audit of the Company for thefinancial year 2020-21. The Secretarial Audit Report is available at to this report.
There are no qualifications reservation or adverse remark made in the SecretarialAudit Report except that the Statutory Auditors of the F.Y. 2020-21 have not complied withthe requirement of Peer Review Certificate of the ICAI.
Directors response: The Board of Directors in its meeting held on April 23 2021appointed M/s. M. Anandam & Co. Chartered Accountants who holds the certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India witheffect from April 24 2021 by filling the casual vacancy caused by the resignation ofexisting Auditors M/s. Ratnam Dhaveji & Co. Chartered Accountants.
The Board of Directors appointed Mr. Rajender Kumar as Internal Auditors of the Companyfor the financial year 2020-21.
A copyhasof the beenAnnual Return as required under Section 92(3) and Section 134(3)(a)of the Companies Act 2013 placed on the Company's website. The web-link as required underthe Act is http://www.medinovaindia.com/investors.php
The details relating to Risk Management is included in the Management Discussion andAnalysis Report.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient conduct of its business the safeguarding of itsassets the prevention and detection of frauds the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
Policy on Nomination and Remuneration
In compliance with the requirements of Section 178 of the Act and Regulation 19 of theSEBI Listing Regulations uploaded on2015 thethe Company'shas website.laid down TheaNominationweb and Remuneration Policy which has been -link as required under the Act ishttp://www.medinovaindia.com/investors.php
The salient features of the NRC Policy are as under:
(1) Setting out the objectives of the Policy ( 2) Definitions for the purposes of thePolicy (3) Policy for appointment and removal of Director KMP and Senior Management (4)Policy relating to the Remuneration for the Managerial Personnel KMP Senior ManagementPersonnel & other employees (5) Remuneration to Non-Executive / Independent Director
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure C.
There were no employees who had drawn remuneration in excess of the limits prescribedunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 for the financial year 2020-21.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany in the reporting financial year.
Significant and material orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in the future.
There is no change in the nature of business carried on by the Company during the yearunder review. There are no Material Changes and Commitments affecting the financialposition of the Company which occurred between the end of the financial year to which thefinancial statements relate and the date of this Report.
During the year under review the Company has complied with the applicable provisionsof the Secretarial Standards.
Your company reached the milestone of 28 years in Clinical Diagnostic field.
During the year under review your Company had obtained license for carrying out theCOVID RT-PCR testing.
Your Company is operating the Diagnostic Centre in Kolkata at leased premises since1987. Lessor denied the renewal of the lease agreement and filed a suit against theCompany for vacation of the said premises. The Company filed a suit on Lessor praying forvarious reliefs including the renewing the lease term. The matters are sub-judice. TheBoard is of the view that the outcome will be in favour of the Company.
Your Company has upgraded its equipment to make best use of the latest technology.
Disclosure as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
Your Company has adopted a policy against sexual harassment in line with the provisionsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the rules framed thereunder. The Company has constituted Internal ComplaintsCommittee for redressal of complaints on sexual harassment. During the year the Companyhad not received any complaint on sexual harassment and no complaint was pending as onMarch 31 2021.
Directors' Responsibility Statement:
Pursuant to the requirement u
Statement your Directors to the best of their knowledge and ability hereby confirmthat:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) we have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the profit andloss of the Company for the year ended on that date;
c) we have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the Company had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
f) we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Your Directors place on record their sincere appreciation and thanks for the valuablecooperation and support received from the employees of the Company at all levelsCompany's Bankers Associates partners clients vendors and Members of the Company andlook forward for the same in equal measure in the coming years.
| ||By the Order of the Board |
| ||For Medinova Diagnostic Services Limited |
| ||Dr. Sura Surendranath Reddy |
|Date: 09-07-202114.08.2019 ||Chairman |
|Place: Hyderabad ||DIN: 00108599 |