medinova diagnostic services ltd share price Directors report

Dear Members,

Your Directors are pleased to present the Thirtieth (30^th) Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS:

The financial performance of your Company for the year ended March 31, 2023 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Total Income	799.11	1173.12	1021.81	1334.83
Total Expenses	712.04	917.73	831.80	1055.14
Profit before Tax	87.07	255.39	190.01	279.69
Total Tax Expenses	24.07	47.99	23.49	41.63
Profit after Tax	63.00	207.40	166.52	238.06
EPS (Basic and Diluted)	0.63	2.08	1.67	2.27

FINANCIAL PERFORMANCE REVIEW:

STANDALONE

During the year under review, the Company generated total income of Rs. 799.11 lakhs as compared to Rs. 1173.12 lakhs in the previous year. The operations resulted in a net profit after tax of Rs. 0.63 Lakhs as against net profit after tax of Rs. 207.40 lakhs in the previous year.

CONSOLIDATED

During the year under review, the Company generated total income of Rs.1021.81 Lakhs as against Rs. 1334.83 Lakhs in the previous year. The operations resulted in a net profit after tax of Rs. 166.52 Lakhs as against net profit after tax of Rs. 238.06 lakhs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

The Standalone and Consolidated Financial Statements of the Company for Financial year 2022- 23 are prepared in accordance with the applicable provisions of Companies Act 2013 ("Act"), Indian Accounting Standards ("Ind-AS") and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations"). The consolidated financial statements have been prepared based on audited financial statements of the Company and its subsidiaries as approved by their respective Board of Directors.

DIVIDEND

The Directors have not recommended any dividend for the year under review.

TRANSFER TO GENERAL RESERVES:

During the year under review, your Company has not transferred any amount to reserves.

SHARE CAPITAL:

During the Financial Year 2022-23, there was no change in the authorised, subscribed, issued and paid-up share capital of the Company. As on March 31, 2023, the paid-up share capital of the Company stood at Rs.9,98,16,400/- divided into 99,81,640 equity shares of 10/- each.

SUBSIDIARY COMPANIES:

Your Company does not have any Subsidiary Companies. However, as per explanation given to Section 2(87) of Companies Act, 2013 which defines Subsidiary Company, the Medinova Millennium MRI Services LLP is considered as a subsidiary being a body corporate.

Pursuant to Proviso to Section 129 (3) of the Act, a statement containing the brief details of performance and financials of the Subsidiary LLP for the financial year ended March 31, 2023 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 or associate companies during the year under review.

The annual financial statements of the subsidiary company will be made available to the members of the Company seeking such information and the same are available at the website of the Company www.medinovaindia.com under Investors section.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 and other applicable provisions, if any, 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 and being eligible offered himself for reappointment.

A brief profile of Dr. S Surendranath Reddy and other related information is detailed in the Notice convening the 30^th AGM of your Company.

The Company has received declarations / confirmations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Companies Act and Listing Regulations. Further all the Independent Directors have confirmed that their respective names have been included in the Independent Directors Database as required under Section 150 of the Companies Act 2013.

In the opinion of the Board, Independent Directors fulfill the conditions specified in the Companies Act and Listing Regulations and are independent from management.

CHANGES IN COMPOSITION OF DIRECTORS AND KMP:

During year under review;

i. Ms. Anusha Kanumuru resigned as a Company Secretary and Compliance Officer w.e.f. December 03, 2022.

ii. Mr. Hansraj Singh was appointed as the Company Secretary w.e.f. February 14, 2023.

Except as stated above, there were no changes in Directors and Key Managerial Personnel of the Company, during the year under review.

MEETINGS OF BOARD:

During the year under review, the Board of Directors met Four (4) times. The composition of directors, their attendance and other details are as follows:

Date of Board Meeting(s)	Name of the Directors
	Mr KV Ravindra Reddy	Dr. Sura Surendranath Reddy	Mrs. B. Vishnu Priya Reddy	Mr. K. Sunil Chandra	Mr. P Kamalakar Rao
	(Whether attended "Yes/No" )
May 17, 2022	Yes	No	Yes	Yes	Yes
July 27, 2022	Yes	Yes	Yes	Yes	No
November 02, 2022	Yes	Yes	Yes	Yes	Yes
February 01, 2023	Yes	Yes	Yes	Yes	Yes

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performance evaluation of the Directors including Independent Directors, Board as a whole and Committees of the Board.

Questionnaire(s) for the purpose of evaluation have been framed on various parameters for each of the categories. These include quantitative questions along with an option to provide feedback for overall performance. Evaluation has been carried out by way of assigning the relevant rating in the range of 1-5 in the questionnaire(s).

The evaluation criteria for the Directors other than Independent Directors include adequate knowledge, competency, business & functional knowledge, leadership abilities, Professional conduct integrity etc. Evaluation criteria for Independent Directors include additional parameters such as independent judgement, independency, conflict of interest etc. Evaluation criteria for Committees of the Board include composition of committees, adequate representation of Independent directors in the committees, recommendations of the Committees to the Board, terms of references of the Committees etc. Evaluation criteria for performance of the Board as a whole includes Composition of Board, Board process, corporate governance, disclosures etc.

Further Independent directors had separately met to evaluate the performance of Non Independent Directors, Board as a whole, Chairperson and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

The Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the Rules made thereunder.

As on March 31, 2023, the composition of Audit Committee;

1. Mr. P Kamalakar Rao - Chairman

2. Mr. KV Ravindra Reddy - Member

3. Dr. Sura Surendranath Reddy - Member

The Compliance Officer of the Company acts as the Secretary of the Audit Committee.

The Audit Committee met 4 (four) times during the FY 2022-23 and the details of attendance of the meetings are as given hereunder;

Date of Audit Committee Meeting(s)	Name of the Members
	Mr. P Kamalakar Rao (Chairman)	Mr. KV Ravindra Reddy (Member)	Dr. Sura Surendranath Reddy (Member)
	(Whether attended "Yes/No")
May 17, 2022	Yes	Yes	No
July 27, 2022	No	Yes	Yes
November 02, 2022	Yes	Yes	Yes
February 01, 2023	Yes	Yes	Yes

NOMINATION AND REMUNERATION COMMITTEE:

The Company has in place Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013 read with the Rules made thereunder.

As on March 31, 2023, the composition of Nomination and Remuneration Committee:

1. Mr. KV Ravindra Reddy - Chairman

2. Mr. P Kamalakar Rao - Member

3. Dr. Sura Surendranath Reddy - Member

The Nomination and Remuneration Committee met 2 (two) times during the FY 2022-23 and the details of attendance of the meetings are as given hereunder;

Date of Nomination Remuneration Committee Meeting(s)	Name of the Members
	Mr KV Ravindra Reddy (Chairman)	Mr. P Kamalakar Rao (Member)	Dr. Sura Surendranath Reddy (Member)
	(Whether attended "Yes/No")
May 17, 2022	Yes	Yes	No
February 01, 2023	Yes	Yes	Yes

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has in place a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013 read with the Rules made thereunder.

As on March 31, 2023, the composition of Stakeholders Relationship Committee:

1. Mr. KV Ravindra Reddy - Chairman

2. Mr. P Kamalakar Rao - Member

3. Dr. Sura Surendranath Reddy - Member

The Stakeholders Relationship Committee met 4 (four) times during the FY 2022-23 and the details of attendance of the meetings are as given hereunder;

Date of Stakeholders Relationship Committee Meeting(s)	Name of the Members
	Mr. KV Ravindra Reddy (Chairman)	Mr. P Kamalakar Rao (Member)	Dr. Sura Surendranath Reddy (Member)
	(Whether attended "Yes/No")
May 17, 2022	Yes	Yes	No
July 27, 2022	Yes	No	Yes
November 02, 2022	Yes	Yes	Yes
February 01, 2023	Yes	Yes	Yes

VIGIL / WHISTLE BLOWER MECHANISM:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, a Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same has been uploaded on the website of the Company and the web-link is http://www.medinovaindia.com/investors.php.

PUBLIC DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with Companies (Acceptance of Deposits) Rules, 2014.

LOANS, GUARANTEES AND INVESTMENTS:

The details of loans, guarantees/securities and investments by the Company, are provided in Notes to financial statements in terms of provisions of Companies Act and Listing Regulations.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered during the financial year, were on arms length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company during the financial year under review. Accordingly disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act in prescribed format Form AOC-2 is not applicable.

The Board has approved a policy for related party transactions and the said policy is available at website of the Company at http://www.medinovaindia.com/investors.php

MANAGEMENTS DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis (‘MDA) Report detailing the overall industry structure, developments, performance and state of affairs of the Companys business, risks and concerns and other material developments during the Financial Year is annexed herewith as Annexure-B and forms an integral part of this Annual Report.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15 of Listing Regulations, provisions relating to reporting on Corporate Governance as part of Annual Report of the Company, are not applicable to the Company.

COST RECORDS:

During the year under review, maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 is not applicable to the Company.

AUDITORS:

a) Statutory Auditors

M/s. M. Anandam & Co., Chartered Accountants, Secunderabad, (Firm Registration No. 000125S), Chartered Accountants, were appointed as Statutory Auditors of the Company at the 28^th Annual General Meeting held on August 04, 2021 for a period of 5 years commencing form the conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting to be held in the year 2026. The firm has consented and confirmed that the appointment is within the limit specified under section 141(3)(g) of the Companies Act, 2013. The Statutory Auditors have also confirmed that they are not disqualified to be appointed as such in terms of the proviso to Section 139(1), 141(2) and 141(3) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Audit Report of M/s. M. Anandam & Co., on the Financial Statements of the Company for the Financial Year 2022-23 is part of this Annual Report and the report does not contain any qualification, reservation, adverse remark or disclaimer. Further the Auditors Report being self-explanatory does not call for any further comments from the Board of Directors.

The Auditors have not reported any frauds to the Audit Committee as prescribed under Sec. 143(12) of the Companies Act, 2013.

b) Secretarial Auditors

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 Directors appointed Mr. D. Balarama Krishna, Practicing Company Secretary, Hyderabad as Secretarial auditor to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is available at "Annexure C" to this report.

There are no qualifications, reservation or adverse remark made in the Secretarial Audit Report.

c) Internal Auditors

The Board of Directors appointed Mr. Rajender Kumar as Internal Auditor of the Company for the financial year 2022-23.

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 Companies Act, 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 endeavour towards conservation of energy your Company ensures optimal use of energy, avoid wastages and endeavours to conserve energy as far as possible.

B. Technology Absorption

Your Company has not carried out any research and development activities and havent absorbed any technology during the year under review.

C. Foreign Exchange Earnings and outgo: Nil ANNUAL RETURN:

A copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 has been placed on the Companys website. The web-link as required under the Act is http://www.medinovaindia.com/investors.php

RISK MANAGEMENT:

Your Company periodically assess the various elements and also procedures to mitigate such risk, from time to time. As on date of this report, your Company doesnt foresee any critical risk, which threatens its existence. The details of the risks concerning the Company are included in the Management Discussion and Analysis Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds the accuracy and completeness of the accounting 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, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Companys website. The web-link as required under the Act is http://www.medinovaindia.com/investors.php

The salient features of the NRC Policy are as under:

(1) Setting out the objectives of the Policy

(2) Appointment and removal of Directors, KMP and Senior Management

(3) Remuneration for the Executive Directors, KMP, Senior Management Personnel & other employees

(4) Remuneration to Non-Executive / Independent Directors PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure D.

There were no employees who had drawn remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2022-23.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 relating to corporate social responsibility are not applicable to the Company in the reporting financial year.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in the future.

NATURE OF BUSINESS AND MATERIAL CHANGES:

There is no change in the nature of business carried on by the Company during the year under review.

There are no Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has constituted Internal Complaints Committee for Redressal of complaints on sexual harassment. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2023.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors Responsibility Statement, your Directors, to the best of their knowledge and ability, hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for the year ended on that date;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company 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 Company and 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 all applicable laws and that such systems were adequate and operating effectively.

DISCLSOURE RELATED TO INSOLVENCY AND BANKRUPTCY

During the year under review, there is no application made and/or no proceeding pending under the Insolvency and Bankruptcy Code 2016.

ACKNOWLEDGMENT:

Your Directors place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Companys Bankers, Associates, partners, clients, vendors, and Members of the Company and look forward for the same in equal measure in the coming years.

	By the Order of the Board
	For Medinova Diagnostic Services Limited
Date: May 17, 2023	Dr. Sura Surendranath Reddy
Place: Hyderabad	Chairman
	DIN: 00108599