a d s diagnostic ltd Directors report

Results of Business Operations and the State of Companys Affairs

The operational income of the Company has increased from Rs.1045 Lakhs to Rs. 1381 Lakh registering a positive growth of 32% in the current year. The income from trading and servicing has increased from Rs. 858 Lakhs to Rs.1263 Lakhs for the current year, while Distribution Commission has decreases from Rs. 127 Lakhs to Rs. 54 Lakhs for the current year. Overall income has increased by Rs. 335Lakhs. During the year under review.

Directors Responsibility Statement

The directors had selected such accounting policies 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 and loss of the company for that period;

The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the 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 financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The directors had devised proper systems to ensure compliance with the provisions of 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, Mumbai, and the listing fee has been paid for the year 2022-2023 in the month April, 2023.

Directors

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

Sad demise of Shri Ravi Kohli, Non-Executive independent Director & Chairman

At the outset, your directors express their profound grief on sad demise of Shri Ravi Kohli, who passed away on 02^nd December 2022.

He lived an extraordinary life. He was the architect of one of the most respected business groups, a vocal proponent of entrepreneurship, and a voice of the industry at large.

The Board of Directors (‘Board) places on record its whole-hearted appreciation of the invaluable contribution made by him to the spectacular success of the Company.

Independent Directors

The term and conditions of appointment of independent directors are as per Schedule IV of the Act Pursuant to the Provisions of Section 134(3)(d) read with Section 149(6) the declaration by the independent Directors that they meet the criteria of independence has been received. During the year under review, the Non- Executive independent Directors of the 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 performance, Board committees and individual directors pursuant to the provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has devised a policy on the evaluation of performance of board of Directors, Committee and Individual Directors. Accordingly, the Chairman of the Nomination and Remuneration Committee obtained from all the board members duly filled in evaluation templates for evaluation of the Board as a whole, evaluation of the committees and peer evaluation. The summary of the evaluation reports were presented to the respective Committees and the Board for their consideration. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Auditors

The Auditors, M/s V.N Purohit & Co., Chartered Accountants, New Delhi, hold office till the conclusion of the ensuing Annual General Meeting and are recommended for ratification of appointment. They have submitted a certificate in accordance with the applicable provisions of the companies Act 2013, confirming their eligibility and willingness for re-appointment.

Policy on Directors appointment and remuneration and other details

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(1) & (3) of the Act has been disclosed in the Corporate Governance Report which forms part of the directors report.

Audit committee and Vigil Mechanism

The details pertaining to composition of audit committee and vigil mechanism are included 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 any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given 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 of the Companies Act, 2013, during the year under report and hence the said provision is not applicable.

Transactions with related parties

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013, during the year under report. The details of transactions with 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 to this report in the prescribed Form MGT-9.

Corporate Social Responsibility

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

Reserves

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

Dividend

Based on company performance the directors have recommended a payment of dividend of Rs. 0.90 (9%) per equity shares of Rs. 10 each on share capital amounting to Rs. 19.74Lakhs

Change in the Nature of the Business

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

Material Changes

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates till the date of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

The information pertaining to conservation of energy, technology absorption, foreign exchange 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 risk threatening the Companys existence are very minimal.

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

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

Transfer to Unclaimed Dividend to lEPF.

Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended, mandate the companies to transfer the dividend that has remained unclaimed/un-encashed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules also mandate that the shares on which dividend has not been claimed or encashed for seven consecutive years or more be transferred to the IEPF.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:

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 Tribunals which impact the going concern status and Companys operations in future.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material 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 Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in the Annexure forming part of this Report.

Deposits

The Company has not accepted any deposits under Section 73 of Companies Act, 2013, during 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 to the Company. However, as per the governance policies of the Company, the Company has substantially followed and observed these regulations. A report on Corporate Governance covering among others details of meetings of the Board and Committees along with a certificate 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 Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Acknowledgment

Your Directors wish to place on record their appreciation for the co-operation and assistance extended by the Companys employees, medical professionals, customers, vendors and academic institutions. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Annexure to Directors Report Declaration under Section 149(6) of the Companies Act, 2013.

We, Girish Sareen and Sunil Jasuja being the Independent Directors of ADS Diagnostic Limited ("The Company") hereby acknowledge, confirm and declare that:

1. We are or were not promoters of the Company or its holding, subsidiary or associate company; nor are we related to promoters or directors in the Company, its Holding, Subsidiary or associate company;
2. We do not have or had any pecuniary relationship with the Company, with the Company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year;
3. None of our relatives have or had any pecuniary relationship or transaction with the company, its holding, Subsidiary or associate company or their promoters or directors, amounting to two percent or more or its gross turnover or total income of fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
4. We neither ourselves nor any of our relatives,
1. Hold or have held the position of key managerial personnel or is or has been employee of the Company or its holding, or subsidiary or associate

company in any of the three financial years immediately preceding the financial year in which we are proposed to be appointed;

2. Are or have been an employee or proprietor or partner, in any of the three financial years immediately preceding the financial year in which we are proposed to be appointed, of-
• A firm of auditors or company secretaries in practice or cost auditors of the Company or its holding or subsidiary or associate company; or
• Any Legal or consulting firm that has or had any transaction with the Company, or its holding or subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;
3. Hold together two percent or more of the total voting power of the Company; or
4. Are chief Executive or Director, by whatever name called, of any non- profit organization that receives twenty five percent or more of its receipt from the Company, any of its promoters or directors or its holding or subsidiary or associate company or that holds two percent or more of total voting power of the Company;
5. We possess appropriate skills, experience and knowledge of discipline related to the Companys business.

1. Conservation of energy:
1. Energy conservation measures taken; LED Light have been Put-up in place of Traditional Lights.
2. Additional investments and proposals, if any, being implemented for reduction of consumption of energy: - NO
3. Impact of the measures at (a) and (b) above for reduction of energy: - Impact will be known in current year.
4. Consumption and consequent impact on the cost of production of goods: - NA
5. Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the Schedule there to.: - NA
2. Technology absorption:
1. Efforts in brief made towards technology absorption, adaptation and innovation: - NA
2. Benefits derived as a result of above efforts: - NA
3.  
4. Technology inducted: - NA
5. Efforts made in technology absorption as per Form B of the Annexure: - NA
3. Foreign exchange earnings and outgo:

Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans; The Company is continuously making its efforts for export of sales and services in the overseas market.

Total foreign exchange used and earned: -

1. Foreign Exchange earned - Rs. 81.57 Lakhs (Previous Year 5.32 Lakhs)
2. Foreign Exchange outgo - Rs. 5.77 Lakhs (Previous Year 0.93 Lakhs)

Managerial Remuneration

The information required under Section l 97 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given below: -

Particulars of Employees

Provisions of rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company as no employee is getting specified remuneration.