medinova diagnostic services ltd (iwd)(220915)...centre pvt. ltd., diagnostic diagnostic the terms...

MedinovaDiagnostic Services Limited

2014 - 2015

nd22 ANNUAL REPORT

BOARD OF DIRECTORS:

Dr. Sura Surendranath Reddy Chairman

Mr. Sunil Chandra Kondapally Managing Director

Mrs. Suprita Reddy Sura Non-Executive Director

Mr. K. V. Ravindra Reddy Independent Director

Mr. P. Kamalakar Rao Independent Director

Dr. G. Ramesh Ramayya Independent Director

Committees of the Board

Audit Committee: Mr. P. Kamalakar Rao-Chairman

Mr. K. V. Ravindra Reddy-Member

Dr. Sura Surendranath Reddy-Member

Stakeholders’ Relationship Committee: Dr. Sura Surendranath Reddy-Chairman

Mr. K. V. Ravindra Reddy-Member

Mr. P. Kamalakar Rao-Member.

Nomination & Remuneration Committee: Mr. K.V. Ravindra Reddy-Chairman

Mr. P. Kamalakar Rao-Member

Dr. Sura Surendranath Reddy-Member

Company Secretary Mr. M. Ramana Reddy

Chief Financial Officer Mr. N. Ravikumar

Statutory Auditors: M/s. Ratnam Dhaveji & Co.,

501, Akash Ganga, 6-3-635 & 637,

Khairatabad, Hyderabad - 500004

Registrar and Share Transfer Agent: XL Softech Systems Ltd

3, Sagar Society, Road No.2,

Banjara Hills, Hyderabad - 500 034

Phone No(s): 040-23545913 / 14 / 15.

Email: [email protected]

Registered Office: 6-3-652, 'Anand Chambers'

Somajiguda, Hyderabad - 500 082

Ph: 040-23310066

Email: [email protected]

Website : www.medinovaindia.com

Corporate Identification Number: L85110TG1993PLC015481

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 22nd Annual General Meeting of the Members of Medinova Diagnostic Services Limited will be held onFriday, the 25th day of September, 2015 at 11.00A.M. at Hotel Green Park, Greenlands, Begumpet, Hyderabad 500 016 to transact thefollowing business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements i.e., Profit & Loss account for the year ended 31st March, 2015 andthe Balance Sheet as on that date together with the Reports of the Directors and Auditors thereon.

2. To ratify the appointment of M/s Ratnam Dhaveji & Co., Chartered Accountants (Firm Regn. No. 006677S) as Statutory Auditors ofthe Company,to fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification(s), thefollowing resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time and other applicable rules, if any as maybe applicable,consent is accorded to ratify the re-appointment of M/s. Ratnam Dhaveji & Co., Chartered Accountants (Firm Regn.No. 006677S) as Auditors of the Company, who was appointed at the 21st Annual General Meeting to hold office from the conclusionof 1st Annual General Meeting (21st AGM) till the conclusion of the 5th Annual General Meeting ( 26th AGM) of the Company tobe held in the year 2019, on such remuneration as may be decided by the Board of Directors or any Committee thereof”.

SPECIAL BUSINESS:

3. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED that Mr. K. V. Ravindra Reddy (DIN 00083986) who was appointed by the Board of Directors as an Additional Directorin an independent category to the Board of the Directors of the Company with effect from 10th November, 2014 and who holdsoffice upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 (“Act”) andin respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing hiscandidature for the office of Director of the Company, be and is hereby appointed as Independent Director of the Company to holdoffice as such for a period of 5 (five) consecutive years and that he shall not be liable to retire by rotation.”


“RESOLVED that Mr. P. Kamalakar Rao (DIN 03057676) who was appointed by the Board of Directors as an Additional Director inan independent category to the Board of the Directors of the Company with effect from 10th November, 2014 and who holds officeupto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 (“Act”) and inrespect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidaturefor the office of Director of the Company, be and is hereby appointed as Independent Director of the Company to hold office as suchfor a period of 5 (five) consecutive years and that he shall not be liable to retire by rotation.”


“RESOLVED that Mrs. Suprita Reddy Sura (DIN 01206491) who was appointed by the Board of Directors as an Additional Directorof the Company with effect from 10th November, 2014 and who holds office upto the date of this Annual General Meeting of theCompany in terms of Section 161 of the Companies Act, 2013 (“Act”) and in respect of whom the Company has received a noticein writing from a Member under Section 160 of the Act proposing her candidature for the office of Director of the Company, be andis hereby appointed as Director of the Company, who shall be liable to retire by rotation.”


“RESOLVED that Dr. G. Ramesh Ramayya (DIN 00015424) who was appointed by the Board of Directors as an Additional Directorin an independent category to the Board of the Directors of the Company with effect from 22nd May, 2015 and who holds officeupto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 (“Act”) and inrespect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidaturefor the office of Director of the Company, be and is hereby appointed as Independent Director of the Company to hold office as suchfor a period of 5 (five) consecutive years and that he shall not be liable to retire by rotation.”


“RESOLVED that Dr. Sura Surendranath Reddy (DIN 00108599) who was appointed by the Board of Directors as an AdditionalDirector of the Company with effect from 13th August, 2015 and who holds office upto the date of this Annual General Meeting ofthe Company in terms of Section 161 of the Companies Act, 2013 (“Act”) and in respect of whom the Company has received anotice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company,be and is hereby appointed as Director of the Company, and shall be liable to retire by rotation.”

8. To Consider and thought fit, to pass with or without modification(s), the following resolution as Special Resolution:-

“RESOLVED THAT in supersession of the ordinary resolution passed under section 293 (1) (d) of the Companies Act, 1956 at itsExtraordinary General Meeting held on 29.07.1993 and pursuant to section 180 (1)(c) and any other applicable provisions of the

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Companies Act., 2013 and the rules made there under (including any statutory modification (s) or re-enactment thereof for the timebeing in force), the consent of the company be and is hereby accorded to the Board of Directors to borrow monies in excess of theaggregate of the paid up share capital and free reserves of the company, provided that the total amount borrowed and outstandingat any point of time, apart from temporary loan obtained / to be obtained from the company’s Bankers in the ordinary course ofbusiness, shall not be in excess of Rs. 100.00 crores (Rupees Hundred crores only).”

“RESOLVED FURTHER THAT the Board be and is hereby also authorised to do all such other acts, deeds, things as may be requiredfrom time to time which may be incidental or ancillary thereto in giving effect to this resolution”.

9. To Consider and, if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:-

“RESOLVED THAT in supersession of the resolution passed under section 293(1)(a) of the Companies Act., 1956 on 29.07.1993and pursuant to section 180 (1)(a) and any other applicable provisions of the Companies Act., 2013 and the rules made there under(including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the company be and ishereby accorded to the Board of Directors to create charge on the assets and undertakings of the company by way of equitablemortgage etc., with any Financial Institution(s), Bank(s) and such other lenders and to arrange or fix the terms and conditionsincluding interest, repayment , security etc., for all such monies to be borrowed from time to time as may think fit and proper in thebest interest of the company upto an amount not exceeding Rs. 100.00 crores.”

“RESOLVED FURTHER THAT the Board be and is hereby also authorized to do all such other acts, deeds, things as may be requiredfrom time to time which may be incidental or ancillary thereto in giving effect to this resolution.”

10. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:-

“RESOLVED THAT pursuant to Section 188 of the Companies Act, 2013, other applicable provisions, if any, of the Companies Act,2013 and Clause - 49 of Listing Agreement, consent of the members of the Company be and is hereby accorded to the Board ofDirectors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) toenter into following contracts/ arrangements/ transactions with Related Parties on Arm’s Length basis in any given financial year :

(Amount in Rs)

Name of the Company Particulars Qty Rate per Total amount of Name of the Director Whetherwith whom transactions of Diagnostic Transactions or Key Managerial transaction isare being undertaken Transaction Tests proposed in each of personnel who done at& Nature of relationship in Rs. the Financial Years* is related Arms’ length

(Yes/No)*

M/s. Vijaya Diagnostic Medical Various As per Upto Dr. Sura Surendranath Reddy YesCentre Pvt. Ltd., Diagnostic Diagnostic the terms Rs. 2.00 Crores Mr. Sunil Chandra KondapallyPromoter Services Services of prevailing Per Year and

best practices Mrs. Suprita Reddy Sura

*i) These are currently prevailing market rates used for determining the annual limits.ii) Actual rates at which the transactions will be done will be at prevailing market price and at Arms length from time to time.

"FURTHER RESOLVED THAT the Board of Directors of the Company be and are hereby authorised to finalize the terms andconditions of the contract/ arrangements/ transactions and to execute such other documents, agreements and also to agree to anyamendments thereto from time to time as it may think fit for the aforesaid purpose and to do all such acts, deeds, matters and thingsas may be necessary for giving effect to the above resolution".

11. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 readwith Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being inforce), the draft regulations contained in the Articles of Association be and are hereby approved and adopted in substitution, and tothe entire exclusion, of the regulations contained in the existing Articles of Association of the Company”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts and take all suchsteps as may be necessary, proper or expedient to give effect to this resolution of the Company”

By order of the BoardFor Medinova Diagnostic Services Limited

Dr.Sura Surendranath ReddyDate: 13th August, 2015 ChairmanPlace: Hyderabad DIN 00108599

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NOTES:

a. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meetingis annexed hereto.

b. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and voteon a poll instead of himself/herself and the proxy need not be a member of the Company. The instrument appointing the proxyshould, however, be deposited at the registered office of the Company not less than forty-eight (48) hours before the commencementof the Meeting.

c. Shareholders are requested to bring their copy of Annual Report to the Meeting. Any member desirous of having a copy of detailedaccounts may apply to the Company and copies thereof will be available for reference at the venue of the Meeting.

d. Brief details of Directors seeking appointment at the Annual General Meeting scheduled to be held on the Friday, the 25th September,2015 (Pursuant to Clause 49 of the Listing Agreement) forms part of the notice.

e. The Register of Members and Share Transfer Books will remain closed from Saturday, the 19th September, 2015 to Friday, the 25thSeptember, 2015 (both days inclusive).

f. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send a certified copy ofthe Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

g. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate allrisks associated with physical shares and for ease in portfolio management. Members may contact the Company or Registrar andShare Transfer Agent of the Company, for assistance in this regard.

h. i) The members who are holding shares in physical form are requested to intimate their e-mail ids and any change in their addresswith pin code immediately either to the Company or to the Registrar & Share Transfer Agent.

ii) The members who are holding shares in demat form are requested to intimate any change in their address with pin code immediatelyto their Depository Participants.

i. Non-Resident Indian Members are requested to inform the Registrar and Share Transfer Agent, immediately of:

i) Change in their residential status on return to India for permanent settlement.

ii) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address ofthe bank with pin code number, if not furnished earlier.

j. As part of the “Green Initiative”, the Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode toMembers whose e-mail IDs are registered with the Company or the Depository Participants unless the Members have registered theirrequest for a hard copy of the same.

k. The Company has appointed M/s DVM Gopal & Associates, Practicing Company Secretaries, Hyderabad as Scrutinizer for conductingthe e-voting process for the Annual General Meeting in a fair and transparent manner.

l. Pursuant to Section 108 of Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014,the Company is pleased to provide the members’ the facility to exercise their right to vote at the 22nd AGM by electronic means andthe business shall be transacted through e-voting services provided by Central Depository Services Limited. The e-voting facility willbe available at the link www.evotingindia.com during the following voting period:

The instructions for Shareholders voting electronically are as under:

1. The voting period begins from 9.00 a.m. on 22nd September, 2015 to 5.00 p.m. on 24th September, 2015. During this periodshareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 17thSeptember, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

2. The shareholders should log on to the e-voting website www.evotingindia.com during the voting period

3. Click on “Shareholders” tab.

4. Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

5. Now Enter your User ID

6. For CDSL: 16 digits beneficiary ID,

7. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

8. Members holding shares in Physical Form should enter Folio Number registered with the Company.

9. Next enter the Image Verification as displayed and Click on Login.

10. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company,then your existing password is to be used.

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11. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN: Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well asphysical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of theirname and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two charactersof the name in CAPITAL letters. Eg. If your name is AshokKumar with sequence number 1 then enter AS00000001 in the PAN field.

DOB: Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details: Enter the Dividend Bank Details as recorded in your demat account or in the company records for the saiddemat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or companyplease enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

12. After entering these details appropriately, click on “SUBMIT” tab.

13. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding sharesin demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in thenew password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommendednot to share your password with any other person and take utmost care to keep your password confidential.

14. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

15. Click on the EVSN for Medinova Diagnostic Services Limited on which you choose to vote.

16. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select theoption YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to theResolution.

17. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

18. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish toconfirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

19. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

20. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

21. If Demat account holder has forgotten the password then Enter the User ID and the image verification code and click on ForgotPassword & enter the details as prompted by the system.

22. Note for Institutional Shareholders

23. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in andregister themselves as Corporates.

24. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

25. After receiving the login details they have to create a compliance user should be created using the admin login and password. TheCompliance user would be able to link the account(s) for which they wish to vote on.

26. The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to casttheir vote.

27. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any,should be uploaded in PDF format in the system for the scrutinizer to verify the same.

28. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-votingmanual available at www.evotingindia.co.in under help section or write an email to [email protected].

29. Kindly note that the shareholders can opt only one mode of voting i.e. either by e-voting or physical mode. If you are opting for e-voting, then do not vote by physically also and vice versa. However, in case shareholders cast their vote physically and e-voting, thenvoting done through e-voting will prevail and voting done physically will be treated as invalid.

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ANNEXURE TO THE NOTICE OF THE ANNUAL GENERAL MEETING, AS PER SECTION 102 OF THE COMPANIES ACT, 2013.

Item No.3

The Board of Directors has appointed Mr. K. V. Ravindra Reddy as an Additional Director in an independent category to the Board of theDirectors of the Company with effect from 10th November, 2014. As per the provisions of Section 161(1) of the Act, Mr. K. V. RavindraReddy shall hold office as an Additional Director only up to the date of this Annual General Meeting of the Company, and is eligible forappointment as Director.

The Company has received a notice in writing from a member alongwith the deposit of requisite amount under Section 160 of the Actproposing the candidature of Mr. K. V. Ravindra Reddy for the office of Director of the Company.

The Board has recommended the appointment of Mr. K. V. Ravindra Reddy as Independent Director for a period of 5 years effective fromthe date of this AGM.

Mr. K. V. Ravindra Reddy, non-executive director of the Company, has given a declaration to the Board that he meets the criteria ofindependence as provided under section 149(6) of the Act. In the opinion of the Board he fulfils the conditions specified in the Act andthe Rules framed there under for appointment as Independent Director and they are independent of the management.

In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of Mr. K. V. Ravindra Reddy asIndependent Director is now being placed before the Members for their approval.

The terms and conditions of appointment of the above Director shall be open for inspection by the Members at the Registered Office ofthe Company during normal business hours on any working day.

In compliance of clause 49 of the listing agreement, a brief profile and other details of the Director proposed to be appointed is given asAnnexure B to this notice :

None of the Directors or KMP or relatives of Directors or KMP, except Mr. K. V. Ravindra Reddy, are in any way concerned or interested,financially or otherwise, in the said resolution.

The Board recommends resolutions under Item No. 3 to be passed as an ordinary resolution

Item No.4

The Board of Directors has appointed Mr. P. Kamalakar Rao as an Additional Director in an independent category to the Board of theDirectors of the Company with effect from 10th November, 2014. As per the provisions of Section 161(1) of the Act, Mr. P. KamalakarRao shall hold office as an Additional Director only up to the date of this Annual General Meeting of the Company, and is eligible forappointment as Director.

The Company has received a notice in writing from a member alongwith the deposit of requisite amount under Section 160 of the Actproposing the candidature of Mr. P. Kamalakar Rao for the office of Director of the Company.

The Board has recommended the appointment of Mr. P. Kamalakar Rao as Independent Director for a period of 5 years effective from thedate of this AGM.

Mr. P. Kamalakar Rao, non-executive director of the Company, has given a declaration to the Board that he meet the criteria of independenceas provided under section 149(6) of the Act. In the opinion of the Board he fulfils the conditions specified in the Act and the Rules framedthere under for appointment as Independent Director and they are independent of the management.

In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of Mr. P. Kamalakar Rao as IndependentDirector is now being placed before the Members for their approval.


In compliance of clause 49 of the listing agreement, a brief profile and other details of the Director proposed to be appointed is given asAnnexure B to this notice:

None of the Directors or KMP or relatives of Directors or KMP, except Mr. P. Kamalakar Rao, are in any way concerned or interested,financially or otherwise, in the said resolution.


Item No.5

The Board of Directors has appointed Mrs. Suprita Reddy Sura as an Additional Director of the Company with effect from 10th November,2014. As per the provisions of Section 161(1) of the Act, Mrs. Suprita Reddy Sura shall hold office as an Additional Director only up tothe date of this Annual General Meeting of the Company, and is eligible for appointment as Director.

The Company has received a notice in writing from a member alongwith the deposit of requisite amount under Section 160 of the Actproposing the candidature of Mrs. Suprita Reddy Sura for the office of Director of the Company.

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Mrs. Suprita Reddy Sura has given a declaration to the Board that he is not disqualified from being appointed as a Director in terms ofSection 164 (2) of the Act and has given her consent to act as a Director. In the opinion of the Board, she fulfils the conditions specifiedin the Act and the Rules framed there under for her appointment.

In compliance with the provisions of Section 161 of the Act, the appointment of Mrs. Suprita Reddy Sura as a Director is now beingplaced before the Members for their approval.


Except Dr. Sura Surendranath Reddy, Mr. Sunil Chandra Kondapally and Mrs. Suprita Reddy Sura none of other Directors or KMP orrelatives of Directors or KMP, are in any way concerned or interested, financially or otherwise, in the said resolution.

The Board recommends resolutions under Item No. 5 to be passed as an ordinary resolution:

Item No.6

The Board of Directors has appointed Dr. G. Ramesh Ramayya as an Additional Director in an independent category to the Board of theDirectors of the Company with effect from22nd May, 2015. As per the provisions of Section 161(1) of the Act, Dr. G. Ramesh Ramayyashall hold office as an Additional Director only up to the date of this Annual General Meeting of the Company, and is eligible forappointment as Director.

The Company has received a notice in writing from a member alongwith the deposit of requisite amount under Section 160 of the Actproposing the candidature of Dr. G. Ramesh Ramayya for the office of Director of the Company.

The Board has recommended the appointment of Dr. G. Ramesh Ramayya as Independent Director for a period of 5 years effective fromthe date of this AGM.

Dr. G. Ramesh Ramayya, non-executive director of the Company, has given a declaration to the Board that he meets the criteria ofindependence as provided under section 149(6) of the Act. In the opinion of the Board he fulfils the conditions specified in the Act andthe Rules framed there under for appointment as Independent Director and they are independent of the management.

In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of Dr. G. Ramesh Ramayya asIndependent Director is now being placed before the Members for their approval.



None of the Directors or KMP or relatives of Directors or KMP, except Dr. G. Ramesh Ramayya, are in any way concerned or interested,financially or otherwise, in the said resolution.


Item No.7

The Board of Directors has appointed Dr. Sura Surendranath Reddy as an Additional Director of the Company with effect from 13thAugust,2015. As per the provisions of Section 161(1) of the Act, Dr. Sura Surendranath Reddy shall hold office as an Additional Director only upto the date of this Annual General Meeting of the Company, and is eligible for appointment as Director.

The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Actproposing the candidature of Dr. Sura Surendranath Reddy for the office of Director of the Company.

Dr. Sura Surendranath Reddy has given a declaration to the Board that he is not disqualified from being appointed as a Director in termsof Section 164 (2) of the Act and has given his consent to act as a Director. In the opinion of the Board, he fulfils the conditions specifiedin the Act and the Rules framed there under for his appointment.

In compliance with the provisions of Section 161 of the Act, the appointment of Dr. Sura Surendranath Reddy as a Director is now beingplaced before the Members for their approval.


Except Dr. Sura Surendranath Reddy, Mr. Sunil Chandra Kondapally and Mrs. Suprita Reddy Sura none of other Directors or KMP orrelatives of Directors or KMP, are in any way concerned or interested, financially or otherwise, in the said resolution.


Item No.8 & 9

The members of the Company at their Extraordinary General Meeting held on 29.07.1993 approved by way of ordinary resolutionunder Section 293(1)(d) of the Companies Act, 1956 borrowings over and above the aggregate of paid up share capital and free reservesof the Company provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at anypoint of time shall not be in excess of Rs. 40 Crores (Rupees Forty Crores) and create charge / mortgage the assets as per section293(1)(a) of the Companies Act, 1956.

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As per the Companies Act, 2013 and circulars issued by the Ministry of Corporate Affairs, the Companies are required to pass the aboveresolutions under the new Act. In view of this, it is, therefore, necessary for the members to pass a Special Resolution under Section180(1)(c) and 180(1) (a) and other applicable provisions of the Companies Act, 2013, as set out at Item No.8&9 of the Notice.

The Board accordingly recommends the Special Resolution as mentioned at item no. 8 and 9 of this Notice for your approval.

None of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested in the Resolution.

Item No.10

Section 188 of the Companies Act, 2013 read with rules 15 and 16 of Companies (Meetings of Board and its Powers) Rules, 2014prescribe certain procedure for approval of related party transactions. The revised Clause 49 of the Listing Agreement which has comeinto operation with effect from October 1, 2014 has also prescribed seeking of shareholders’ approval for material related party transactions.

The proviso to section 188 also states that nothing in section 188(1) will apply to any transaction entered into by the company in itsordinary course of business and at arm’s length basis. All the proposed transactions put up for approval are in ordinary course of businessand at arm’s length.

Pursuant to the provisions of revised Clause 49 of the Equity Listing Agreement, the following contracts / arrangements / transactions arematerial in nature and require the approval of the unrelated shareholders of the Company by a special resolution:

The other related information as envisaged under Companies (Meetings of Board and its Powers) Rules, 2014 and amendments thereto,and the Company’s Related Party Transaction Policy are furnished hereunder:

a) Name of the related party : M/s. Vijaya Diagnostic Centre Pvt. Ltd.,

b) Name of the director or key managerial : Dr. Sura Surendranath Reddy

personnel who is related, if any Mr. Sunil Chandra Kondapally

Mrs. Suprita Reddy Sura

c) Nature of relationship : Holding Company

d) Nature, material terms, monetary value and particulars : Medical Diagnostic Services to be provided as per rates which will be atof the contract or arrangement prevailing Market Price and at Arms Length upto a total Transactional

Value not exceeding Rs.2.00 Crores in each financial year.

e) Any other information relevant or important for the : The Audit Committee of the Company at their meeting and the Board ofmembers to take a decision on the proposed Resolution. the Directors at their Meeting held on 22nd May, 2015 have approved the

proposed Related Party Transaction.

As per Clause 49(VII)(E) of the Listing Agreement, all entities / persons that are directly / indirectly related parties of the Company shallabstain from voting on resolution(s) wherein approval of material Related Party Transactions is sought.

Accordingly, all related parties of the Company, i.e. Dr. Surendranath Reddy Sura, Mr. Sunil Chandra Kondapally and Mrs. SupritaReddy Sura will not vote on this resolution.

Except the above, None of the Directors or any of the Key Managerial Personnel of the Company or their relatives are, in any way,concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 10 of the Notice.

Item No.11

The Articles of Association (“AoA”) of the Company as presently in force are based on the Companies Act, 1956 and several regulationsin the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are nolonger in conformity with the Act.

With the coming into force of the Act several regulations of the existing AoA of the Company require alteration or deletions in severalarticles. Given this position, it is considered expedient to wholly replace the existing AoA by a new set of Articles.

The new AoA to be substituted in place of the existing AoA are based on Table ‘F’ of the Act which sets out the model articles ofassociation for a company limited by shares. The proposed new AoA will be placed at the venue of the meeting for inspection of themembers.

None of the directors or KMP or relatives of Directors or KMP are in any way interested or concerned financially or otherwise in the saidresolution.

The Board recommends the Special Resolution set out at Item No. 11 of the Notice for approval by the shareholders.



8

ANNEXURE – A

Details of the Directors proposed to be appointed at the AGM Scheduled to be held on Friday, the day 25th of September, 2015,

(Pursuant to Clause 49 (VIII)(E) of the Listing Agreement is given below:

Name of the Director Mr. K. V. Ravindra Mr. P. Kamalakar Mrs. Suprita Dr. G. Ramesh Dr. Sura Surendranath

Reddy Rao Reddy Sura Ramayya Reddy

Date of Birth 19.04.1942 09.09.1952 17.11.1981 27.05.1955 29.10.1948

Date of Appointment 10.11.2014 10.11.2014 10.11.2014 22.05.2015 13.08.2015

Relationship with None None Daughter of None Father of Mrs. SupritaDirectors Dr. Sura Reddy Sura

SurendranathReddy

Expertise in specific Corporate Legal A Chartered Vast Experience Medical & Surgical A Doctor by Profession andfunctional areas Affairs & Business Accountant by in Medical Treatments for has vast experience in

Administration. Profession having Diagnostic Prostate and related providing comprehensivevast Experience in Services urinary problems range of Diagnostic Servicesthe field of Audit Management and Management spanning radiology and

& Accounts. with expertise in of Hospitals imaging, Nuclear Medicine,Capex and Conventional andInventory speciality lab services

management. through the companiesestablished by him.

Qualification B.Sc,LLB CA MBA FRCS (Eng) M.D. (Radiology)FRCS (Edin) ChM

Board Membership 6 Nil 8 2 12of other companiesas on March 31, 2015

Chairman / Member 3 3 Nil Nil 3of the Committees ofthe Board of Directorsas on March 31, 2015

Chairman / Member 1 Nil Nil Nil Nilof the Committee ofDirectors of otherCompanies in whichhe / she is a Directoras on March 31, 2015

Audit Committee 1 Nil Nil Nil Nil

Stakeholders’ 1 Nil Nil Nil NilRelationshipCommittee

Nomination and 1 Nil Nil Nil NilRemunerationCommittee

Corporate Social 1 Nil Nil Nil NilResponsibilityCommittee

Number of shares Nil Nil Nil Nil Nilheld in theCompany as onMarch 31, 2015

Note: This does not include position in foreign companies, position as an advisory board member and position in companies underSection 25 of the Companies Act, 1956 (corresponding to companies under Section 8 of Companies Act 2013) but include privatelimited companies.

DIRECTORS' REPORT

ToThe Members,Medinova Diagnostic Services Limited.

Your Directors have pleasure in presenting the Twenty SecondAnnual Report of your Company together with the audited accountsfor the year ended 31st March, 2015 and Report of the Auditorsthereon.

1. FINANCIAL RESULTS:A statement of the financial and operational results of yourCompany for the year under review is furnished hereunder:

(Rupees in Lakhs)

Particulars 2014-15 2013-14

Total Income 817.56 1115.59Total Expenditure 1129.26 1146.78Interest 6.26 9.79Depreciation 103.31 57.58Profit / (Loss) before (421.27) (98.56)exceptional Items and TaxExceptional Items 0.00 128.10Provision for TaxCurrent Tax 0.00 5.79Deferred Tax (62.87) 26.13MAT Credit 0.00 (0.43)Tax relating to earliers 0.74 0.00Profit / (Loss) after Tax (359.14) (1.95)

2. REVIEW OF OPERATIONS:During the year the total turnover was Rs. 817.56 lakhs andNet loss after taxes was Rs.359.14 lakhs. Although the turnoverdid not show any improvement over the past years, expenditurein most of the heads were kept under control. During the yearunder review, the Services of the Pune Centre were discontinueddue to non-viability the business operations. The Companyhas taken-up revamping of the business operations at Kolkataby investing additional funds to make the Centre moreprofitable.

3. DIVIDEND:In view of the loss incurred by the Company for the year underreview, your Directors have not recommended any dividendon the paid up equity share capital.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANYThere is no change in the nature of business of the Company

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY,AFFECTING THE FINANCIAL POSITION OF THECOMPANYThere are no Material changes and commitments in the businessoperations of the Company from the Financial Year ended 31stMarch, 2015 to the date of signing of the Director's Report

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUSAND COMPANY’S OPERATIONS IN FUTURENo Significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status andcompany's operations in future.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATECOMPANIESCompany has no Joint Venture or Associate Companies.Company has a Wholly owned Subsidiary LLP namely M/s.Medinova Millennium MRI Services LLP in West Bengal.

8. PERFORMANCE AND FINANCIAL POSITION OF EACH OFTHE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURECOMPANIES INCLUDED IN THE CONSOLIDATEDFINANCIAL STATEMENT.Company has wholly owned Subsidiary LLP namely M/s.Medinova Millennium MRI Services LLP in West Bengal, whichis not a company within the provisions of the Act.Except this,Company has no Subsidiary or Associate, Associate Companyand Joint Venture Companies

9. CHANGES IN CONSTITUTION OF THE BOARD:During the year under report, Mr.A. Raghava Reddy, Mr. S.Basu Thakur, Mr. Ponaka Krishna Reddy and Mrs. Aluru Sailajaceased to be the Directors of your Company. The Board placeson record its profound appreciation for the contributions madeby them during their tenure as Directors consequent upon theirresignations.a) During the year under review, the members approved the

appointments of Mr. K. V. Ravindra Reddy, Mr. P. KamalakarRao and Dr. G. Ramesh Ramayya as Non-executiveIndependent Directors who are not liable to retire by rotationand Dr. Sura Surendranath Reddy and Mrs. Suprita ReddySura as Non-Executive - Non- independent Directors.The Company has received declarations from all theIndependent Directors of the Company confirming that theymeet the criteria of independence as prescribed both underthe Act and Clause 49 of the Listing Agreement with theStock Exchanges. The Company has devised a Policy forperformance evaluation of Independent Directors, Board,Committees and other individual Directors which includescriteria for performance evaluation of the non-executivedirectors and executive directors.

b) The brief profiles of the directors who are to be appointed /re-appointed form part of the notes and explanatorystatement to the notice of the ensuing Annual GeneralMeeting.

10. STATUTORY AUDITORS:M/s. Ratnam Dhaveji & Co., Chartered Accountants, theStatutory Auditors of your Company hold Office till conclusionof ensuing Annual General Meeting and are eligible forreappointment. They have confirmed their eligibility to the effectthat their reappointment, if made, would be within theprescribed limits under the Act and that they are not disqualifiedfor reappointment.

11. SECRETARIAL AUDITOR:M/s. DVM Gopal & Associates, Practicing Company Secretaries,was appointed to conduct the secretarial audit of the Companyfor the financial year 2014-15, as required under Section 204of the Companies Act, 2013 and Rules there-under. The

secretarial audit report for FY 2014-15 forms part of the Annual

Report as Annexure C to the Board's report.

9

12. LISTING OF SHARES OF THE COMPANY:The Equity Shares of your Company continue to remain listedwith Bombay Stock Exchange Limited (BSE) and the ScripCode: 526301 and ISIN: INE047C01019. The listing fee forthe year 2015-16 has been paid to the Stock Exchange.

13. CORPORATE GOVERNANCE:A Report on the Corporate Governance is annexed separatelyas part of this report along with a Certificate of compliancefrom M/s. Ratnam Dhaveji& Co., Chartered Accountants FirmRegn No 006677S. Necessary requirements of obtainingcertifications/declarations in terms of Clause 49 have beencomplied with.

14. MANAGEMENT DISCUSSION AND ANALYSIS:Pursuant to Clause 49 of the Listing Agreement with the StockExchanges, Management Discussion and Analysis Report whichforms an integral part of the Annual Report is herewith annexedas ‘G’.

15. PUBLIC DEPOSITS:During the year, the company has not accepted any depositsin the nature of public deposits.

16. EXTRACT OF THE ANNUAL RETURN:The Extracts of Annual Return is prepared in Form MGT-9 asper the provisions of the Companies Act, 2013 and Rule 12 ofCompanies (Management and Administration) Rules, 2014 andthe same is enclosed as Annexure – ‘E’ to this Report.

17. SHARE CAPITAL:During the year under review, there is no change in theauthorized share capital, issued, subscribed and paid up capitalof the Company.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:During the year ended March 31, 2015, Five (5) Board Meetingswere held. The dates on which the Board meetings were heldare April 29, 2014, May 30, 2014, August 9, 2014, November10, 2014 and February 13, 2015.

19. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS UNDER SECTION 186:The Company has given loans and made investment in itsSubsidiary LLP namely M/s. Medinova Millennium MRIServices LLP. Except this there are no Loans, Guarantees,Investments given during the Financial Year ended on March31,2015, which attracts the provisions of Section 186 of theCompanies Act, 2013 read with Companies (Meetings of Boardand its Powers) Rules, 2014.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTSWITH RELATED PARTIES:The particulars of contracts or arrangements with related partiesreferred to in sub-section (1) of Section 188 is prepared in FormNo. AOC-2 pursuant to clause (h) of sub-section (3) of Section134 of the Act and Rule 8(2) of the Companies (Accounts)Rules, 2014 and the same is enclosed as Annexure - ‘F’ to this

Report.

21. PARTICULARS OF EMPLOYEES:During the year NONE of the employees have receivedremuneration more than the limits specified under the Section197(12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014.

22. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:Information required under section 134(3)(m) of the CompaniesAct, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014, is given in the Annexure-D to this report

23. DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to the requirement under Section 134 of theCompanies Act, 2013, with respect to the Directors'Responsibility Statement, the Board of Directors of theCompany hereby confirms:

a. That in the preparation of the Annual Accounts for the yearended March 31, 2015, the applicable accounting standardshave been followed along with proper explanation relatingto material departures;

b. That the directors have selected such accounting policiesand applied them consistently and made judgment andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company atthe end of the financial year and of the profit or loss of theCompany for that period.

c. That the directors have taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detectingfraud and other irregularities.

d. That the directors have prepared the annual accounts on a'going concern' basis.

e. That the directors, had laid down internal financial controlsto be followed by the company and that such internalfinancial controls are adequate and were operatingeffectively.

f. That the systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequateand operating effectively.

24. REPLIES TO AUDITORS OBSERVATIONS IN THEAUDITORS REPORT:With regard to the Auditors' observation on delays in makingpayments towards Income Tax dues, ESI and Provident Fundcontributions, necessary corrective steps have been taken toremit the amount regularly.

25. VIGIL MECHANISMPursuant to the provisions of section 177(9) & (10) of theCompanies Act, 2013 and Clause 49 of the Listing Agreement,a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policyhas been uploaded on the website of the Company at:

www.medinovaindia.com.

10

11

26. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment at

workplace and has adopted a Policy on prevention, prohibition

and redressal of sexual harassment at workplace in line with

the provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013

and the Rules there under for prevention and redressal of

complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual

harassment during the financial year.

ANNEXURE – B

PROFILES OF THE DIRECTORS

Mr. K V Ravindra Reddy (DIN 00083986) aged 72 years is an expert in Corporate Legal affairs. He retired as Chief General Manager

(Legal) in Andhra Pradesh Industrial Development Corporation and has rich experience in Corporate Business, Administration and

Management.

Mr. P. Kamalakar Rao (DIN 03057676) aged 62 years is a senior fellow member of The Institute of Chartered Accountants of India. He

is the managing partner of KAMALAKARA RAO & CO. His other interests include sports, script writing for television serials, movies and

documentaries. He has also produced television serials and movies in Hindi and English. His movie in English won many international

awards

Mrs. Suprita Reddy Sura (DIN 01206491) aged 33 years is a Master in Business Administration. She is a Executive Director and Chief

Executive Officer of Vijaya Diagnostic Centre Private Limited which is a pioneer in Diagnostic Medicare. She has vast experience in

medical field. She has been closely involved in day to day operations and purchases of capex, inventory etc. in Vijaya Diagnostic Centre

Private Limited.

Dr. G. Ramesh Ramayya (DIN 00015424) aged 60 years is renowned Urologist. He did FRCS at Royal College of Surgeons, London

and Edinburg. He also did his Master in Surgery (Urology) at University of Liverpool. He is the Chairman and CEO of Ramayya Pramila

Healthcare Pvt. Limited. He has vast experience in Medical and Surgical Treatments for Prostate and related Urinary Problems. He won

several awards and accolades for his contribution in the Medical and Surgical field.

Dr. Sura Surendranath Reddy (DIN 0108599 ) aged 66 years did his M.D. (Radiology) from Osmania Medical College, Hyderabad. He

is a Medical Doctor by profession and is a founder Chairman of M/s. Vijaya Diagnostic Centre Private Limited (VDCPL). Dr. S Surendranath

Reddy has established Diagnostic Centre as the centre of excellence for diagnostic Medicare, offering the most state of the art technologies

and ensuring reliable and accurate services, in a professionally managed environment. He has vast experience in providing comprehensive

range of diagnostic services spanning Radiology & Imaging, Nuclear Medicine, Conventional & Speciality Lab Services and Diagnostic

Cardiology. Over the past 29 years, his passion for quality and commitment to delivering the latest in technology to customers, have

translated into a number of First initiatives in Diagnostic Services by him. VDCPL today has over 33 branches and caters to over 6000

patients every day.

He being the Promoter of M/s. Vijaya Diagnostic Centre Private Limited, it has proposed his candidature as Director of the Company.

Other than the holding of Vijaya Diagnostic Centre Private Limited in the Company, he personally does not hold any shares in the

Company as on March 31, 2015.

27. ACKNOWLEDGMENTS:Your Directors express their gratitude to all the Banks, variousGovernment Agencies and the Investors of the Company fortheir support and cooperation. Your Directors also place onrecord appreciation for all the employees of your company fortheir contribution.



12

ANNEXURE TO DIRECTORS’ REPORT

ANNEXURE – C

FORM MR-3Pursuant to Section 204(1) of the Companies Act, 2013 and

Rule No. 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT(For the Financial Year ending 31st March 2015)

ToThe Members ofM/s. Medinova Diagnostic Services Limited,Hyderabad.

We have conducted the Secretarial Audit on the compliance ofapplicable statutory provisions and the adherence to good corporatepractices by M/s. Medinova Diagnostic Services Limited (hereinaftercalled the Company) a subsidiary of M/s Vijaya Diagnostic CentrePrivate Limited. The Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporateconducts / statutory compliances and expressing our opinionthereon. Based on our verification of the books, papers, minutebooks, forms and returns filed and other records maintained bythe Company and also the information and representationsprovided by the Company, its officers, agents and authorizedrepresentatives during the conduct of Secretarial Audit, we herebyreport that in our opinion, the Company has, during the audit periodended on 31st March 2015, complied with the statutory provisionslisted hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, inthe manner and subject to the reporting made hereinafter:

I. The Company is engaged in the business of diagnostics andother medical services and we have examined the books,papers, minute books, forms and returns filed and other recordsmaintained by the Company for the period ended on 31stMarch 2015 according to the provisions of:1. The Companies Act, 2013 (the Act) and the Rules made

there under;2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)

and the Rules made there under;3. The Depositories Act, 1996 and the Regulations and Bye-

laws framed there under;4. Foreign Exchange Management Act, 1999 and the Rules

and Regulations made there under to the extent of ForeignDirect Investment, Overseas Direct Investment and ExternalCommercial Borrowings;

5. The following Regulations and Guidelines prescribed underthe Securities and Exchange Board of India Act, 1992(‘SEBI Act’) to the extent applicable to the Company :-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 ofCapital and Disclosure Requirements) Regulations,2009;

d. The Securities and Exchange Board of India(Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act anddealing with client;

e. The Securities and Exchange Board of India(Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines, 1999

f. The Securities and Exchange Board of India (Delistingof Equity Shares) Regulations, 2009; and

g. The Securities and Exchange Board of India (Buybackof Securities) Regulations, 1998;

h. The Listing Agreements entered into by the Companywith the BSE Limited, National Stock Exchange ofIndia Limited.

6. The Memorandum and Articles of Association.7. The Secretarial Standards issued by The Institute of

Company Secretaries of India.8. Other laws applicable to the Company as per the

representations made by the Company.

II. We further report that:1. The Company has, in our opinion, substantially complied

with the provisions of the Companies Act, 1956 andCompanies Act, 2013 and the Rules made under that Actas notified by Ministry of Corporate Affairs and theMemorandum and Articles of Association of the Company.We were informed by the company that it has initiated theprocess of refunding the outstanding membershipsubscription amounts under the Gold Card Plus Scheme,which in our view shall be subject to the compliance ofrelevant provisions of the Companies Act, 2013.

2. The Company has complied with the provisions of theSecurities Contracts (Regulation) Act, 1956 and the Rulesmade under that Act, with regard to maintenance ofminimum public shareholding.

3. The Company has complied with the provisions of theDepositories Act, 1996 and the Byelaws framed thereunder by the Depositories with regard to dematerialization/ re-materialisation of securities and Reconciliation ofRecords of Dematerialized Securities with all securitiesissued by the Company.

4. The Company has substantially complied with therequirements under the Equity Listing Agreement enteredinto with Bombay Stock Exchange Limited.

5. The Company has complied with the provisions of theSecurities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011including the provisions with regard to disclosures andmaintenance of records required under the saidRegulations;

6. The Company has complied with the provisions of theSecurities and Exchange Board of India (Prohibition ofInsider Trading) Regulations, 1992 including the provisionswith regard to disclosures and maintenance of recordsrequired under the said Regulations, except the closure ofTrading Window and other related compliances.

7. There were no transactions attracting the provisions of theFEMA, 1999 and the Rules and Regulations during theFinancial Year under review.

13

8. During the period under review and as per the explanationsand clarifications given to us and the representations madeby the management, the company has generally compliedwith the provisions of all the applicable Acts, Rules,Regulations and Guidelines etc.

III. We further report that:1. The Company has not bought back equity shares of the

company, during the period; therefore, the compliance ofthe provisions of the Securities and Exchange Board ofIndia (Buyback of Securities) Regulations, 1998; does notarise.

2. The Company has not delisted any of its securities, duringthe period, therefore, the compliance of the Securities andExchange Board of India (Delisting of Equity Shares)Regulations, 2009; does not arise.

3. The Company has no existing ESOPs or any grants madeduring the period, therefore, the compliance of theSecurities and Exchange Board of India (Employee StockOption Scheme and Employee Stock Purchase Scheme)Guidelines, 1999; does not arise.

4. The Secretarial Standards issued by Institute of CompanySecretaries of India (ICSI) were not notified by the Ministryof Corporate Affairs during the Audit Period; therefore,the Secretarial Standards does not applicable.

IV. We further report that:1. The Board of Directors of the Company is duly constituted

with proper balance of Executive Directors, Non-ExecutiveDirectors, Independent Directors and the Woman Director.The changes in the composition of the Board of Directorsthat took place during the period under review were carriedout in compliance with the provisions of the Act.

2. Adequate Notice is given to all Directors to conduct theMeetings of Board and its committees.

3. Majority decision is considered while the dissentingmembers’ views are captured and recorded, if any, as partof the minutes.

4. The Directors have complied with the disclosurerequirements in respect of their eligibility of appointment,there being independent and compliance with the Codeof Business Conduct & Ethics for Directors andManagement Personnel;

V. Based on the information received and representation providedto us, there are adequate systems and processes in theCompany that commensurate with the size and operations ofthe Company to monitor and ensure compliance withapplicable laws, rules, regulations and guidelines.

VI. During the audit period, the Specific Events / actions / matters/ Compliances having a major bearing on the company’s affairs,reference shall be taken to the Statutory Auditors Report issuedfor the Audit Period, in pursuance of the all applicable laws,

rules, regulations, guidelines, standards, etc.

for dvmgopal & associates

Company Secretaries

DVM Gopal

Proprietor

Place: Hyderabad M No: F6280

Date: 13th August 2015 CP No: 6798

ANNEXURE – D

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

Information on conservation of Energy, Technology absorption, foreign Exchange earnings and outgo required to be disclosed under

section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

A) Conservation of energy:

The Company is engaged in the business of Medical Diagnostic Services and requires normal consumption of electricity. The Company

is taking every necessary step to reduce the consumption of energy.

Your Company is not an industry as listed in Schedule to Rule 2 of the Companies (Disclosure of Particulars in the Report of Board

of Directors) Rule, 1988.

B) Technology absorption:

The company is not in use of any technology and no steps are involved towards Technology absorption, adaption and innovation.

Hence the company has not furnished the information with respect to absorption.

The company is not carrying on research in any specific area and hence no benefit is accrued and no expenditure is incurred. Hence

the company has not furnished information.

C) Foreign exchange earnings and Outgo: Rs. NIL

14

ANNEXURE – E Form No. MGT - 9

EXTRACT OF ANNUAL RETURNAS ON THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L85110TG1993PLC015481

ii. Registration Date 11.03.1993

iii. Name of the Company MEDINOVA DIAGNOSTIC SERVICES LIMITED

iv. Category / Sub-Category of the Company Company Limited by Shares / Indian Non-Government Company

v. Address of the Registered office and contact details 6-3-652, Anand Chambers, Somajiguda, Hyderabad - 500082

vi. Whether listed company Yes

vii. Name, Address and Contact details of XL Softech Systems Ltd

Registrar and Transfer Agent, if any # 3, Sagar Society, Road No.2, Banjara Hills,

Hyderabad – 500 034.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr. No. Name and Description of main products / services NIC Code of the % to total turnover of the company

Product/ service

1 Medical Diagnostic Services N.A. 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and Address CIN/GLN Holding / Subsidiary % of shares Applicable

of the Company /Associate held Section

1. Vijaya Diagnostic Centre Private Ltd. U85195TG2002PTC039075 Holding Company 60.14% 2 (46)

3-6-16 & 17, Street No. 19,

Himayath Nagar, Hyderabad - 29.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of total equity)

i. Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held at the end % Change

Shareholders beginning of the year of the year 31.03.2015 during

01.04.2014 the year

Demat Physical Total % of Total Demat Physical Total % of Total

Shares Shares

A. Promoter

1) Indian

a) Individual/ HUF Nil Nil Nil Nil Nil Nil Nil Nil NA

b) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil NA

c) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil NA

d) Bodies Corp 2750220 Nil 2750220 29.01 5702220 Nil 5702220 60.14 +31.13

e) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil NA

f) Any Other- Director Nil Nil Nil Nil Nil Nil Nil NA

Sub-total(A)(1):- 2750220 Nil 2750220 29.01 5702220 NIL 5702220 60.14 +31.13

15

2) Foreign

g) NRIs-Individuals

h) Other-Individuals

i) Bodies Corp.

j) Banks / FI

k) Any Other….

Sub-total (A)(2) Nil Nil Nil Nil Nil Nil Nil Nil NA

Total Shareholding of

Promoters (A)= 2750220 Nil 2750220 29.01 5702220 Nil 5702220 60.14 +31.13

(A)(1)+(A)(2)

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

g) FIIs

h) Foreign Venture

Capital Funds

i) Others

(Specify)

Sub-total (B)(1) Nil Nil Nil Nil Nil Nil Nil Nil NA

2. Non Institutions

a) Bodies Corp.

i) Indian 3009993 464500 3474493 36.64 525140 463500 988640 10.43 -26.21

ii) Overseas Nil Nil Nil Nil Nil Nil Nil Nil NA

b) Individuals

i) Individual shareholders 830387 1499914 2330301 24.57 735896 1385619 2121515 22.37 -2.20

holding nominal share

capital upto Rs. 1 lakh

ii) Individual shareholders 447626 473700 921326 9.72 318865 344700 663565 7.00 -2.72

holding nominal share

capital in excess of

Rs 1 lakh

c) Others

(Specify)

Trusts Nil Nil Nil Nil Nil Nil Nil Nil NA

NRI’s 5300 Nil 5300 0.06 5700 Nil 5700 0.06 0.00%

Sub-total (B)(2) 4293306 2438114 6731420 70.99 1585601 2193819 3779420 39.86 -31.13

Total Public

Shareholding (B)= 4293306 2438114 6731420 70.99 1585601 2193819 3779420 39.86 -31.13

(B)(1)+ (B)(2)

C. Shares held by Nil Nil Nil Nil Nil Nil Nil Nil NA

Custodian for

GDRs & ADRs

Grand Total 7043526 2438114 9481640 100 7287821 2193819 9481640 100 0.00%

(A+B+C)

NIL

NIL

ii. Shareholding of Promoters

Sl. Shareholder’s Name Shareholding at the beginning Shareholding at the end % change in

No of the year of the year share holding

No. of % of total % of Shares No. of % of total % of Shares during the year

Shares Shares of Pledged / Shares Shares of Pledged /

the encumbered the company encumbered

Comapny to total shares to total shares

1. Standard Medical & 2750220 29.01 NIL Nil Nil NIL -29.01

Pharmaceuticals Ltd

2. Vijaya Diagnostic Nil Nil NIL 5702220 60.14 NIL +60.14

Centre Pvt. Ltd.,

Total 2750220 29.01 NIL 5702220 60.14 NIL +31.13

iii. Change in Promoters’ Shareholding ( please specify, if there is no change)

Sl. Particulars Shareholding at the Cumulative Shareholding

No. beginning of the year during the year

No. of shares % of total shares No. of shares % of total shares

of the company of the company

1. Standard Medical & Pharmaceuticals Ltd. 2750220 29.01 0.00 0.00

2. Vijaya Diagnostic Centre Pvt. Limited 1976800 20.85 5702220 60.14

iv. Shareholding Pattern of Top 10 Shareholders (Other than Directors, Pramoters and Holders of GDRs & ADRs):

Sl. Name of the Shareholder Shareholding at the Cumulative Shareholding

No. beginning of the year during the year

No. of shares % of total shares No. of shares % of total shares

of the company of the company

1 VIJAYA DIAGNOSTIC CENTRE PVT LTD 1976800 20.85 0 0

2 PRONTOSIL PHARMACEUTICALS (P) LTD 450000 4.75 450000 4.75

3 3A CAPITAL SERVICES LIMITED 481250 5.08 383557 4.05

4 KABINI FINANCE AND INVESTMENTS LTD 450200 4.75 0 0.00

5 ADALA VAMSEE KRISHNA 350000 3.69 0 0

6 SHANKAR LAL SARAF 326500 3.44 326500 3.44

7 ARVIND CHAMPALAL JAIN 75603 0.80 75603 0.80

8 VENKATESWARA VARMA BHUPATI RAJU 50000 0.53 0 0.00

9 GOPALA KRISHNA REDDY CHEMURU 50000 0.53 0 0.00

10 AMIT BHUTRA 0 0.00 67077 0.71

11 G R N CONSTRUCTIONS PRIVATE LIMITED 0 0.00 40000 0.42

12 PILOT CONSULTANTS PRIVATE LTD 30000 0.32 30000 0.32

13 PURNA CHANDRA REDDY KONDAKINDI 0 0.00 29272 0.31

14 BHAGWANDAS JAJU 0 0.00 28982 0.31

15 BAL DEV KHURANA 0 0.00 24609 0.26

16

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment (Rs.)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of thefinancial yeari) Principal Amount 999700 2363045 0 3362745 ii)Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 999700 2363045 0 3362745

Change in Indebtedness during thefinancial year - Addition 0 16131273 0 16131273 - Reduction 177059 0 0 177059

Net Change 177059 16131273 0 15954214

Indebtedness at the end of thefinancial yeari) Principal Amount 822641 18400000 0 19222641ii) Interest due but not paid 0 94318 0 94318iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 822641 18494318 0 19316959

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and / or Manager (Rs.)

Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

1. Gross salary

a) Salary as per provisions contained in section 17(1)of the Income-tax Act, 1961

b) Value of perquisites u/s 17(2) Income-tax Act, 1961

c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2. Stock Option

3. Sweat Equity

4. Commission

- as % of profit

- others, specify…

5. Others, please specify

6. Total (A) NIL NIL

Ceiling as per the Act

B. Remuneration to other Directors: (Rs.)

Sl. No. Particulars of Remuneration Name of Directors Total

Smt. Aluru Sailaja Mr. P. K. Reddy Mr. K. V. Ravindra Mr. P. Kamalakar AmountReddy Rao

1. Independent Directors· Fee for attending board 2000 1000 2000 2000 7000

committee meetings· Commission -- -- -- -- --· Others, please specify -- -- -- -- --

Total (1) 2000 1000 2000 2000 7000

Mr.A. Raghava Reddy Dr. Sura Surendranath Reddy

2. Other Non-Executive Directors· Fee for attending board 1000 2500 3500

committee meetings· Commission -- -- --· Others, please specify -- -- --

Total (2) 1000 2500 3500

Total (B)=(1+2) 10500

NIL

17

C. Remuneration to Key Managerial Personnel Other Than MD / Manager / WTD (Rs.)

Sl. Particulars of Remuneration Key Managerial Personnel Total

No. Company Secretary CFO

1. Gross salary

a) Salary as per provisions contained in section 17(1) 2,40,000 5,56,800 7,96,800

of the Income-tax Act, 1961

b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -- 21,200 21,200

c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -- -- --

2. Stock Option -- -- --

3. Sweat Equity -- -- --

4. Commission -- -- --

- as % of profit

- others, specify…

5. Others, please specify -- -- --

6. Total 2,40,000 5,78,000 8,18,000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Penalty/ Authority[RD Appeal made.

companies Act description Punishment/ Compounding /NCLT/Court] If any(give details)

fees imposed

A. Company

Penalty

Punishment

Compounding

B. Directors

Penalty

Punishment

Compounding

C. Other Officers In Default

Penalty

Punishment

Compounding



NIL

18

ANNEXURE – F

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the ActandRule 8(2) of the Companies (Accounts) Rules,2014)

Form for Disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in subsection

(1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at Arm’s length basis:

Sl. No Particulars Details

a) Name (s) of the related party & nature of relationship Nil

b) Nature of contracts/arrangements/transaction Nil

c) Duration of the contracts/arrangements/transaction Nil

d) Salient terms of the contracts or arrangements or transaction including the value, if any Nil

e) Justification for entering into such contracts or arrangements or transactions Nil

f) Date of approval by the Board Nil

g) Amount paid as advances, if any Nil

h) Date on which the special resolution was passed in General meeting as required under first proviso to section188 Nil

Details of contracts or arrangements or transactions at Arm’s length basis:

Sl. No Particulars Details

a. Name of the Related Party Vijaya Diagnostic Centre Pvt. Ltd

b. Nature of Relationship Holding Company

c. Nature of Contracts/Arrangements/ Transactions Medical Diagnostic Services

d. Duration of the Contract/ arrangements/ transactions From 01.07.2014 to 31.03.2015

e. Salient terms of contract/arrangements/transactions Providing Medical Diagnostic Services at Rates which are

at Arms length considering the prevailing market prices

f. Justification for entering in to such contracts / The expertise of the Holding Company in the Medical

arrangements / transactions Diagnostic Field is to be provided to the Company in view

of lack of sufficient high end Medical Equipment .

g. Date of approval by the Board 9th August, 2014

h. Amount of Transactional value Rs.90,72,560/-

i. Date on which the Special Resolution was passed in 25th September, 2014

Postal Ballot as required under First Proviso to Section 110



19

ANNEXURE – G

MANAGEMENT DISCUSSION & ANALYSISIndustry Overview:India has been one of the exciting Diagnostic Markets globally overthe past few years, with a growing share in In-vitro diagnosticsindustry. Phenomenal growth of laboratory automation, Preventivehealthcare generation and huge number of test menus across thelabs in India have attracted a large number of people whoseaffordability have gone-up due to the sizable increase in theirdisposable income.There are about 50,000 – 60,000 clinical laboratories across Indiacovering a diverse market consisting of private laboratories chains,hospitals run by Governments, Charities and non-profitorganizations and a number of major private world class healthcaregroups. While demand for healthcare services is huge, quality andcost effectiveness have become very important.Therefore, ‘Quality’ has become a key word for the long termsustainability. Timely up-gradation of the equipment, trained skilledmanpower, allied services threaded with advanced software arethe ingredients of ‘Quality’. It is to be clearly kept in mind thatthere is no short cut method in this sector to achieve the excellence.

Company’s Performance:Despite the severe competition in this sector, your company hasalways been able to keep its place as one of the front runners interms of its service and quality. It is also taking necessary steps andmeasures to further uplift its image across the society.The turnover during the year 2014-15 was Rs. 817.56 lakhs. Theloss after tax was Rs. 359.14 lakhs during the year.

Risk Management:Risk is the integral part of any business. Healthcare sector dealswith the human lives; therefore, the risk is very much embeddedwith it. Your company has been in this business for more than twodecades and has learnt thoroughly to evaluate and analyse therisks.

Future Outlook:Your company with its experience and expertise on its back, isnow poised for giving a giant leap. It has already planned for moreexpansion, upgradation which in turn will be useful for its patientclientele.

S W O T:PAN INDIA Brand image in Clinical Diagnostic Services sectors.Loyal, dedicated and experienced work force.Investments required to keep pace with the modern technology.Market perception about the new Diagnostic Centres with flashylook.

REPORT ON CORPORATE GOVERNANCEThe present Corporate Governance Report is being issued for thefinancial year commencing from 1st April, 2014 to 31st March,2015.The Company's philosophy on Code of Corporate Governance:Your Company believes that Good Corporate Governance helpsin retaining shareholders’ and other stakeholders’ confidence whiledealing with all the shareholders, customers and others, apart fromenhancing the image of the Company.Your Company’s philosophy on Corporate Governance is foundedupon a rich legacy of integrity, accountability, fairness andtransparency and therefore your Company remains committed tothese basic tenets towards achieving excellence in CorporateGovernance. Your Company pursues growth by adopting bestcorporate practices and timely disclosures to enhance the long termvalue and aspirations of all shareholders and other stakeholders.

A. BOARD OF DIRECTORS:I) COMPOSITION OF THE BOARD:

The Board of Directors comprises 6 Directors.

i) One (1) Non-Executive Chairman

ii) One (1) Managing Director

iii) Three (3) Independent Directors

iv) One (1) Woman Director

50% of the Board comprises of Non Executive Directors.

The Chairman being a Non-Executive Chairman, 1/3rd of theBoard constitutes Independent Directors. There is no resignationby any of the independent directors.

The composition of the Board including the Independent Directorsis in conformity with Clause 49 of the listing agreement enteredinto with the Bombay Stock Exchange (BSE).

The constitution and attendance particulars of the board are as follows:

Name Designation Attendance particulars

Board meetings Last AGM held on 25.09.2014

Dr. Sura Surendranath Reddy Non-Executive Chairman 2 Yes

Mr. Sunil Chandra Kondapally Managing Director 2 Yes

Mrs. Suprita Reddy Sura Woman Director 1 No

Mr. K. V. Ravindra Reddy Independent Non-Executive Director 2 No

Mr. Kamalakar Rao P. Independent Non-Executive Director 2 No

Dr. Ramesh Ramayya Independent Non-Executive Director -- No

Mr. A. Raghava Reddy Non-Executive Chairman 3 Yes

Mr. S. Basu Thakur Non-Executive Director 3 Yes

Mr. P. Krishna Reddy Independent Non-Executive Director 3 No

Mrs. Aluru Sailaja Women Director 4 Yes

Note: Mr. A. Raghava Reddy, Mr. S. Basu Thakur and Mr. Ponaka Krishna Reddy ceased to be Directors of the company with effect

from 10th November, 2014. Mrs. Aluru Sailaja ceased to be Director of the company with effect from 13th February, 2015.

20

II. BOARD AND COMMITTEES OF THE BOARD:

No. of Board Meetings:

During the financial year under review, Five (5) Board Meetingswere held, i.e., Apirl 29, 2014, May 30, 2014, August 9, 2014,November 10, 2014, February 13, 2015. Proceedings of suchmeetings were duly recorded.

Video/tele conferencing facilities were also used to facilitateDirectors travelling abroad or at other locations to participatein the meetings

The following Information as applicable was made availableto the Board as specified in the Clause 49:

Annual operating plans and budgets, Capital budgets and anyupdates.

Quarterly results for the company and its operating divisionsor business segments.

Minutes of meetings of audit committee and other committeesof the board.

Show cause, demand, prosecution notices and penalty notices,which are materially important.

Fatal or serious accidents, dangerous occurrences, any materialeffluent or pollution problems.

Any material default in financial obligations to and by thecompany, or substantial non-payment for goods sold by thecompany.

Any issue, which involves possible public or product liabilityclaims of substantial nature, including any judgment or orderwhich, may have passed strictures on the conduct of thecompany or taken an adverse view regarding another enterprisethat can have negative implications on the company.

Non-compliance of any regulatory, statutory or listingrequirements and shareholders service such as non-paymentof dividend, delay in share transfer etc.

III. DIRECTORSHIP OR COMMITTEES IN WHICH DIRECTORSHOLD MEMBERSHIP/CHAIRMANSHIP:

As per the listing agreement, every Director is required toannually inform about the directorship/his position held invarious committees of the Board, and the changes in them.However, Chairmanships/Memberships of the BoardCommittees include only Audit and Stakeholders RelationshipCommittees.

All the Directors have ensured their membership/chairmanship(s) within the prescribed limits.

The same is tabled below for your reference:

Names No. of other Directorships andCommittee Membership/Chairmanship

Other Committee

Directorship Membership Chairmanship

Dr. Sura Surendranath 12 Nil Nil Reddy

Mr. Sunil Chandra 8 Nil Nil Kondapally

Mrs. Suprita Reddy 8 Nil Nil Sura

Mr. K V Ravindra 6 4 Nil Reddy

Mr. P. Kamalakar Rao Nil Nil Nil

Dr. G. Ramesh 2 Nil Nil Ramayya

B. CODE OF CONDUCT:In compliance with Clause 49 of the Listing Agreement withthe Stock Exchange, the Company has adopted a Code ofBusiness Conduct and Ethics for its Board Members and SeniorManagement Personnel, a copy of which is available at theCompany’s website, www.medinovaindia.com. All themembers of the Board and the senior management personnelhad affirmed compliance with the Code for the year endedMarch 31, 2015 and a declaration to this effect signed by theCompany Secretary is forming part of this report.Pursuant to the requirements of SEBI (Prohibition of InsiderTrading) Regulations, 1992, the Company has adopted a“Code of Conduct for Prevention of Insider Trading”. This Codeis applicable to all the Directors and designated employees ofthe Company.Familiarisation programme for Independent DirectorsThe company has familiarised the independent directors withthe company, their roles, rights, responsibilities in the company,nature of the industry in which the company operates, businessmodel of the company, etc., through various Interactions andfamiliarisation programmes. The said familiarisationprogrammes are disclosed on the company’s websitewww.medinovaindia.com

C. COMMITTEES OF THE BOARD:

AUDIT COMMITTEE:

The Constitution and attendance records of the AuditCommittee meets the requirements of the Companies Act andthe listing agreement entered with the stock exchange. It is asfollows:

Name Designation Directorship No. of No. ofMeetings Meetings

Attended

Mr. P. Kamalakar Chairman Independent 4 2 Rao Non-Executive

Director

Mr. K. V. Ravindra Member Independent 4 2 Reddy Non-Executive

Director

Dr. Sura Surendranath Member Non-Executive 4 2 Reddy Chairman

Mr. A. Raghava Reddy Member Non-Executive 4 2Chairman

Mr. P. Krishna Reddy Chairman Independent 4 2Non-Executive

Director

Mrs. Aluru Sailaja Member Independent 4 2Non-Executive

Director

Note: Mr. A. Raghava Reddy, and Mr. Ponaka Krishna Reddy ceasedto be Directors of the company with effect from 10th November,2014. Mrs. Aluru Sailaja ceased to be Director of the companywith effect from 13th February, 2015.

All the members of the committee are financially literate, and hassufficient expertise in accounting and financial management relatedareas.

The Company Secretary acts as the secretary to the committee.

Meetings of the Committee:During the financial year, four (4) meetings were held i.e., May 30,2014, August 9, 2014, November 10, 2014, February 13, 2015.

21

Functions/Role of the Audit Committee:

The terms of reference of the Audit Committee covers all mattersspecified under the Listing Agreement as well as the provisions ofSection 292A of the Companies Act, 1956 and inter alia, includesthe following:

Oversight of the Company’s financial reporting process and thedisclosure of its financial information to ensure that the financialstatement is correct, sufficient and credible.

Recommending the appointment and removal of external auditor,fixation of audit fee and also approval for payment for any otherservices.

Reviewing with management the annual financial statements beforesubmission to the Board, focusing primarily on:

Any changes in accounting policies and practices

Major accounting entries based on exercise of judgment bymanagement

Qualifications in draft audit report

Significant adjustments arising out of audit

Compliance with Stock Exchange and legal requirementsconcerning financial statements

Disclosure of any related party transactions.

Reviewing with the management, external and internal auditors,the adequacy of internal control systems

Reviewing the adequacy of internal audit function including thestructure of the internal audit department, staffing and seniority ofthe official heading the department, reporting structure coverageand frequency of internal audit.

Discussion with internal auditors any significant findings and followup thereon.

Reviewing the findings of any internal investigations by the internalauditors into matters where there is suspected fraud or irregularityor a failure of internal control systems of a material nature andreporting the matter to the Board.

Discussion with statutory auditors before the audit commencesnature and scope of audit as well as have post-audit discussions toascertain any area of concern.

Reviewing the Company’s financial and risk management policies.

To look into the reasons for substantial defaults in the payment tothe shareholders (in case of non-payment of declared dividends)and creditors.

Review of following:

1. Management discussion and analysis of financial condition andresults of operations;

2. Statement of significant related party transactions (as definedby the audit committee), Submitted by management;

3. Management letters / letters of internal control weaknessesissued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses;and

5. The appointment, removal and terms of remuneration of theChief internal auditor shall be subject to review by the AuditCommittee

The Committee, inter alia, has reviewed the financial statementsincluding Auditors' Report for the year ended March 31, 2015 andhas recommended its adoption. In addition, the Committee hasalso reviewed Unaudited quarterly results for June 30, 2014,quarterly and half yearly results for September 30, 2014 andquarterly results for December 31, 2014 which were subjected to aLimited Review by the Statutory Auditors of the Company andaudited financial results for the year ended March 31, 2015.

NOMINATION AND REMUNERATION COMMITTEE:

The Constitution and attendance records of the Nomination andRemuneration Committee meets the requirements of theCompanies Act and the listing agreement entered with the stockexchange. It is as follows:

Name Designation Directorship No. of No. ofMeetings Meetings

Attended

Mr. K. V. Ravindra Chairman Independent 2 2 Reddy Non-Executive

Director

Mr. P. Kamalakar Rao Member Non-Executive 2 2Director

Dr. Sura Surendranath Member Non-Executive 2 2 Reddy Chairman

All the members of the committee are financially literate, and hassufficient expertise in accounting and financial management relatedareas.

Meetings of the Committee:During the financial year, two (2) meetings were held i.e., onNovember 10, 2014 and February 13, 2015.

Remuneration policy:The Nomination and Remuneration (N&R) Committee has adopteda policy which, inter alia, deals with the manner of selection ofBoard of Directors and CEO & Managing Director and theirremuneration.

REMUNERATION OF DIRECTORS:Since all are Non-executive Directors, Company is paying onlySitting Fee to them. Other than this no other remuneration orcommission is paid. The Sitting fee paid to the Non-ExecutiveDirectors are fixed by the Board and is within the limits asprescribed. Hence, the same was not subject to share holders’approval in the General Meeting.

The details of sitting fee paid to the Non-Executive Directors duringthe financial year 2014-15 are as follows:

Name of the Director Sitting fee No.of(Rs.) Shares held

Dr. Sura Surendranath Reddy 2,500 Nil

Mr. Sunil Chandra Kondapally Nil Nil

Mrs. Suprita Reddy Sura Nil Nil

Mr. K. V. Ravindra Reddy 2,000 Nil

Mr. P. Kamalakar Rao 2,000 Nil

Dr. G. Ramesh Ramayya Nil Nil

Mr. A. Raghava Reddy 1,000 110

Mr. S. Basu Thakur Nil 210

Mr. P. Krishna Reddy 1,000 1,000

Mrs. Aluru Sailaja 2,000 Nil

Relationship/transactions between Non-Executive Directors:

Other than above, there were no pecuniary relationships ortransactions with the non-executive independent director’s vis-à-vis the company.

Remuneration paid to the Managing Director:

During the Financial Year No Remuneration, perquisites andallowances were paid to the Managing Director in view of the Lossesearned by the Company.

22

STAKEHOLDERS RELATIONSHIP COMMITTEE:

A Stakeholders Relationship Committee was constituted to operatein terms of the provisions related thereto in the Listing Agreementswith the Stock Exchanges and /or the provisions as prescribed oras may be prescribed in this regard by the Companies Act.

The Committee comprises at present the following Directors:

Name Designation

Dr. Sura Surendranath Reddy Chairman

Mr. P. Kamalakar Rao Member

Mr. K. V. Ravindra Reddy Member

During the financial year, Twenty Nine (29) meetings were heldi.e., on 21.04.2014, 26.05.2014, 09.06.2014, 23.06.2014,30.06.2014, 14.07.2014, 21.07.2014, 22.07.2014, 11.08.2014,18.08.2014, 01.09.2014, 06.09.2014, 22.09.2014, 20.10.2014,03.11.2014, 10.11.2014, 17.11.2014, 01.12.2014, 08.12.2014,15.12.2014, 22.12.2014, 29.12.2014, 12.01.2015, 19.01.2015,23.02.2015, 09.03.2015, 16.03.2015, 23.03.2015 and30.03.2015.

There are no complaints or Transfer of Shares pending as on March31, 2015

Mr. M. Ramana Reddy, Company Secretary of the Company,officiates as secretary of the Committee and is also designated asCompliance Officer in terms of the Listing Agreement with the StockExchanges.

An analysis of the investor complaints received and redressed duringthe financial year 2014-15 is given below:

Sl. Nature of Received Disposed PendingNo. Complaint

1. Regarding Annual Reports Nil Nil Nil

2. Issue of Duplicate Share Nil Nil NilCertificates

3. General Queries Nil Nil Nil

D. GENERAL BODY MEETINGS:The details of location and time of last three Annual GeneralMeetings are given below:-

Years Location Date Time SpecialResolutions

Passed throughe-Voting&Physical

Ballot voting.

2011-12 Hotel 28th Sept., 11.30 NilGreenpark 2012 A.M.GreenlandsBegumpetHyderabad

2012-13 The Central 25th Sept., 11.30 NilCourt Hotel 2013 A.M.Lakdi-Ka-PulHyderabad

2013-14 Hotel 25th Sept., 11.00 1. Appointment ofGreenpark 2014 A.M. Managing DirectorGreenlands 2. Approval ofBegumpet Related PartyHyderabad Transaction.

3. Authorization forInvestments,giving loans &guarantees

E. DISCLOSURESi) During the financial year under review, there were no

materially significant related party transactions made bythe company of material nature, with its promoters, thedirectors or the management, their subsidiaries or relatives,etc. that may have potentially conflict with the interest ofthe Company at large. Disclosures regarding related partytransaction are disclosed in Note No. 30 of notes toaccounts published elsewhere in this Annual Report.

ii) There are no instances of non-compliance by theCompany, penalties, and strictures imposed on thecompany by the Stock Exchanges or SEBI, or any statuaryauthority, on any matter related to capital markets, duringthe last three years

iii) The Company affirms that no personnel has been deniedaccess to the Audit Committee during the financial yearended 31st March, 2015.

F. WHISTLE BLOWER POLICYThe company has put in place a mechanism of reporting illegalor unethical behaviour. Employees are free to report violationsof laws, rules, regulations or unethical conduct to theirimmediate supervisor/notified persons. The reports receivedfrom any employee will be reviewed by the audit committee.It is affirmed that no person has been denied access to theaudit committee in this respect.

The Directors and senior management are to maintainconfidentiality of such reporting and ensure that the whistleblowers are not subjected to any discriminatory practice.

G. REVIEW OF COMPLIANCES REPORT:According to the listing agreement, the Board periodicallyreviewed the Compliance Reports of all the laws applicableand the necessary steps taken to rectify any non-compliancesin this regard.

The Company is preparing its financial statements in line withthe accounting standards issued by the Institute of CharteredAccountants of India and the company has not raised any freshfunds from the public or through Right or Preferential Issue.Proceeds from public issues, rights issue, preferential issues,etc. -- Nil

H. MANAGING DIRECTOR & CFO Certification:In accordance with the provisions of Clause 49(v) of the listingagreement, the Managing Director and the Chief FinancialOfficer of the Company have furnished the requisite certificateto the Board of Directors, the Audit Committee and theAuditors.

The Company has complied with all mandatory requirementsof Clause 49 of the listing agreement.

Non-Mandatory Requirements

1. The BoardThe Board - A non-executive Chairman may be entitled tomaintain a Chairman's office at the company's expense andalso allowed reimbursement of expenses incurred inperformance of his duties.

2. Shareholder RightsA half-yearly declaration of financial performance includingsummary of the significant events in last six-months, may besent to each household of shareholders.

3. Audit qualificationsCompany may move towards a regime of unqualified financialstatements.

23

4. Separate posts of Chairman and CEOThe company may appoint separate persons to the post ofChairman and Managing Director/CEO.

5. Reporting of Internal AuditorThe Internal Auditor submits his report directly to the AuditCommittee.

I. MEANS OF COMMUNICATION:The quarterly and half yearly results of the Company werepublished during the Financial Year under review in the NewsPapers namely, Financial Express & Andhra Prabha. The samehas been placed on the website of the companywww.medinovaindia.comNews releases and presentation to Institutional Investors: Nil

BSE Corporate Compliance & Listing Centre:BSE’s Listing Centre is a web-based application designed forCorporates. All periodical compliance filings like shareholdingpattern, corporate governance report among others are alsofiled electronically on the listing centre.

J. GENERAL SHAREHOLDERS INFORMATION:The Twenty Second Annual General Meeting will be held onFriday, the 25th day of September, 2015 at 11.00a.m. at HotelGreenpark, Greenlands, Begumpet, Hyderabad – 500016.

Financial Year:The financial year of the company under review is from 1stApril, 2014 to 31st March, 2015.

Date of Book Closure:The Company's Share Transfer Books will remain closed fromSaturday, the 19th day of September, 2015 to Friday, the 25thday of September, 2015 (both days inclusive) for purpose ofconducting the Annual General Meeting for the Financial Yearended 31st March, 2015.

Listing on Stock Exchanges:The Company's shares are presently listed on the Bombay StockExchange Ltd, Mumbai. The address of the Stock Exchange isgiven below: Stock Code: (In BSE) 526301.

Address:The Bombay Stock Exchange Ltd.Phiroze Jeejeeboy Towers,Dalal Street, Mumbai - 400 001.

Market Price Data:The Monthly high and low share quotation on Bombay StockExchange are as follows:

Month-wise Month’s high Price Month’s low Price(Rs.) (Rs.)

Apr, 2014 4.52 2.70May, 2014 6.60 4.61Jun, 2014 9.86 6.73Jul, 2014 15.10 10.05Aug, 2014 21.50 15.40Sep, 2014 21.90 17.75Oct, 2014 24.30 19.20Nov, 2014 42.60 23.75Dec, 2014 49.75 36.30Jan, 2015 38.70 27.90Feb, 2015 36.00 28.00Mar, 2015 33.25 27.00

Distribution of Shareholdings as on 31.03.2015 (IncludingDematerialized Shares):

No. of equity Shares held % of Share Capital

Upto 500 16.73

501 - 1000 2.16

1001 - 2000 1.72

2001 - 3000 0.50

3001 - 4000 0.27

4001 - 5000 0.46

5001 - 10000 1.19

10001 and above 76.97

TOTAL 100.00

Dematerialization of Shares:

The Company's equity shares are included in the list of Companies

whose scrips have been mandated by SEBI for settlement only in

dematerialized form by all investors.

To facilitate easy access of the dematerialized system to the investors,

the Company has signed up with both the depositories namely the

National Securities Depository Limited (NSDL) and the Central

Depository Services (India) Limited (CDSL)and has established

connectivity with the depositories through its Registrar and Transfer

Agent,M/s. XL Softech Systems Ltd.

76.86% of the total shares have been dematerialized upto March

31, 2015. Dematerialization of shares is done through M/s. XL

Softech Systems Ltd and on an average the dematerialization

process is completed within 7 days from the date of receipt of a

valid dematerialization request along with the relevant documents.

Particulars Shares on March 31, 2015 %

Physical Shares 2193819 23.14

NSDL 6917301 72.96

CDSL 370520 3.90

Total 9481640 100.00

Registrar and Transfer Agents:The Company has appointed M/s XL Softech Systems Ltd. as a

Common Transfer Agent for demat of shares.

Address:M/s XL Softech Systems Ltd.,

3 Sagar Society, Road No.2, Banjara Hills,

Hyderabad - 500 034.

Investor Correspondence:Any query relating to shares and requests for transactions such as

transfers, transmissions and nomination facilities, duplicate share

certificates, change of address, non-receipt of dividend / Annual

Report, as also regarding dematerialization of shares may please

be taken up with the Company's Registrar and Transfer Agent:

Address:XL Softech Systems Ltd. 3, Sagar Society,

Road No.2, Banjara Hills, Hyderabad - 500 034.

Phone No(s): 040-23545913 / 14 / 15.

Email: [email protected].

24

Medinova Centres:

Hyderabad: Kolkata:6-3-652, Anand Chambers, i) 1, Sarat Chatterjee Avenue,Somajiguda, Hyderabad – 500 082 Kolkata – 700 029Phone No(s): 040 – 2331 1122 / 33 Phone No(s) 033 – 2466 0780 / 2466 1780eMail-Id: [email protected] eMail-Id: [email protected]

ii) 1, H. L. Sarkar Road,Bansdroni, Kolkata – 700 070Mobile: +91 98303 41212

Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity : Not Applicable

Plant Location: None

Auditors’ Certificate on Corporate Governance: As required by Clause 49 of the Listing Agreement, the Auditors' Certificate is given asan annexure to the Directors' Report.

THE MANAGING DIRECTOR AND THE CHIEF FINANCIAL OFFICER CERTIFICATION

ToThe Board of DirectorsMedinova Diagnostic Services LimitedHyderabad

Dear Sirs,

We have reviewed the financial statements and the cash flow statement for the year ended 31st March 2015 and to thebest of our knowledge and belief that:

These statements do not contain any materially untrue statement or omit any material fact or contain statements thatmight be misleading;

These statements together present a true and fair view of the company’s affairs and are in compliance with existingaccounting standards, applicable laws and regulations;

No transactions entered into by the Company during the above said period which are fraudulent, illegal or volatile of thecompany’s code of conduct. We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financialreporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of suchinternal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

We have indicated to the auditors that:

Significant changes in internal control over financial reporting during the year;

Significant changes in accounting policies during the period and that the same have been disclosed in the notes to thefinancial statements; and

Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management oran employee having a significant role in the company’s internal control system over financial reporting.

Sunil Chandra Kondapally N. RavikumarManaging Director Chief Financial Officer

Place : HyderabadDate : 22.05.2015

25

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members,

Medinova Diagnostic Services Ltd.

We have examined the compliance of conditions of Corporate Governance by M/s. Medinova Diagnostic Services Limited,

for the year ended on 31st March, 2015, as stipulated in Clause 49 of Listing Agreement of the said Company with stock

exchange.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our

examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated

in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to

procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of

Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the

Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing

Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or

effectiveness with which the management has conducted the affairs of the Company.

for Ratnam Dhaveji & Co

Chartered Accountants

Firm Regn. No. 006677S

Place : Hyderabad C V Ratnam Dhaveji

Date : 22nd May, 2015 Partner

M.No. 203479

DECLARATION ON CODE OF CONDUCT

In terms of the requirement of Clause 49 of the Listing Agreement, Code of Conduct as approved by the Board ofDirectors of the Company on 22nd May, 2015 had been displayed at the Company’s website www.medinovaindia.com.All the members of the Board and the senior management personnel had affirmed compliance with the Code for the yearended March 31, 2015.

Place : Hyderabad Dr. Sura Surendranath ReddyDate : 22.05.2015 Chairman

26

INDEPENDENT AUDITORS’ REPORT

ToThe Members ofMedinova Diagnostic Services Limited,

Report on the Financial Statements

We have audited the accompanying financial statements ofMedinova Diagnostic Services Limited (“the Company “), whichcomprise the Balance Sheet as at March, 31, 2015, the Profit andLoss Statement, the Cash Flow Statement for the year then endedand a summary of significant accounting policies and otherexplanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIALSTATEMENTSThe Company’s Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act, 2013 (“the Act”)with respect to the preparation of these financial statements thatgive a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance withthe accounting principles generally accepted in India including theAccounting Statements specified under Section 133 of the Act,read with Rule 7 of the Companies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation andmaintenance of adequate internal financial control, that wereoperating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the financial statements that give a true and fairview and are free from material misstatement, whether due to fraudor error.

AUDITORS’ RESPONSIBILITYOur responsibility is to express an opinion on these financialstatements based on our audit. We have taken into account theprovisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report underthe provisions of the Act and the Rules made thereunder. Weconducted our Audit in accordance with the Standards on Auditingspecified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether the financialstatements are free from material misstatements. An audit involvesperforming procedures to obtain audit evidence about the amountsand disclosures in the financial statements. The procedures selecteddepend on the auditor’s judgment, including the assessment of therisks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’spreparation of the financial statements that give a true and fairview in order to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing an opinionon whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluatingthe appropriateness of accounting policies used and the

reasonableness of the accounting estimates made by the Company’sdirectors, as well as evaluating the overall presentation of thefinancial statements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.

OPINIONIn our opinion and to the best of our information and according tothe explanations given to us, the aforesaid financial statements givethe information required by the Act in the manner so required andgive a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Companyas at March 31, 2015, and its profit and its cash flows for the yearended on that date.REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS As required by Section 143(3) of the Act.

We report that:

a) We have sought and obtained all the information andexplanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by lawhave been kept by the Company so far as it appears from ourexamination of those books.

c) The Balance Sheet, the Profit and Loss Statement, and theCash Flow Statement dealt with by this Report are in agreementwith the books of account.

d) In our opinion, the aforesaid financial statements comply withthe Accounting Standards specified under Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from thedirectors as on March 31, 2015, taken on record by the Boardof Directors, none of the directors is disqualified as on March31, 2015, from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the other matters to be included in the Auditor’sReport in accordance with Rule 11 of the Companies (Auditand Auditors) Rules, 2014, in our opinion and to the best ofour information and according to the explanations given tous:

i) The Company has disclosed the impact of pendinglitigations on its financial position in its financial statementsas referred to in its notes.

ii) The Company does not have any long-term contractsincluding derivative contracts as such there is norequirement to make provision.

iii) There were no amounts required to be transferred, to the

Investor Education and Protection Fund by the Company






M.No. 203479

27

28

Report under The Companies (Auditor’s Report) Order, 2015 (CARO 2015)

1. In respect of its Fixed Assets

a. The Company has maintained proper records showing full particulars, including quantitative details and situation

of fixed assets.

b. The company has a regular programme of physical verification of its fixed assets by which fixed assets are

verified in a phased manner over a period of three years. In accordance with this programme, certain fixed

assets were verified during the year and no material discrepancies were noticed on such verification.

c. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company

and its nature of its assets.

2. In respect of inventories;

a. The stocks of machine spares and consumables have been physically verified by the management during/at the

end of year, the frequency of which, in our opinion, is reasonable.

b. In our opinion the procedures for physical verification of stocks followed by the management is reasonable and

adequate with reference to the size of the Company and the nature of its operations.

c. The company has maintained proper records showing full particulars, including according to the information

given, there were no discrepancies noted on physical verification of stocks.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the

register maintained under Section 189 of the Act, Therefore, the provisions of Clause 3(iii), (iii a) & (iii b) of the said

Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control

system that commensurate with the size of the company and the nature its business with regard to purchase of fixed

assets and sale of services. Further, on the basis of our examination of the books and records of the company, and

according to the information and explanations given to us, we have neither come across, nor have been informed,

of any continuing failure to correct major weakness in the aforesaid internal control system.

5. The company has not accepted any deposits from the public.

6. The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for

any of the services rendered by the company.

We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant

to the rules made by the Central Government of India, the maintenance of cost records has been specified under

sub section (1) of Section 148 of the Act, and are of the opinion that primafacie, the prescribed accounts and

records have been made and maintained. We have not, however made a detailed examination of the records with

a view to determine whether they are accurate or complete.

7. a. According to the information and explanations given to us and on the basis of the examination of records of the

company, amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues including

provident fund, income tax, sales tax, wealth tax, service tax, employee state insurance and other material statutory

dues as applicable have been regularly deposited, though there has been a slight delay in depositing in some cases.

No undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a

period of more than 6 months from the date of becoming payable expect in the following cases.

29

Sl.No Name of the Statute Nature of Liability Amount (Rs.)

1. Customs Act, 1962 Custom Duty

(Including Interest & Penalty) 2,93,848

2. Income Tax Act, 1961 Interest on Delayed Payment of TDS 11,26,877

3. The Employees’ Provident Funds and Contributions Payable 44,416

Miscellaneous Provisions Act, 1952

4. Employee State Insurance Act, 1948 Contributions Payable 92,137

b. According to the information and explanations given to us and on the basis of our examination of records of the

Company, there are no material dues which have not been deposited with the appropriate authorities on account of

any dispute. However according to the information and explanations given to us following dues have not been

deposited by the company on account of disputes.

Sl.No Name of the Statute Forum where dispute Period to which Amount

is pending the amount relates (Rs.)

1. The Employees’ Provident Funds Employees Provident fund 1998-2001 5,61,368

and Miscellaneous Provisions Act, 1952 Appellate Tribunal, New Delhi.

c. According to the information and explanations given to us and on the basis of our examination of records of the

Company, there were no amounts which were required to be transferred to the investor education and protection

fund in the accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

8. The Accumulated losses of the Company at the end of the financial year are more than Fifty percent of its Net worth.

The company has incurred cash losses in the financial year. However, the company has not incurred cash losses in

immediately preceding financial year.

9. The company did not have any outstanding dues to financial institutions, banks or debenture holders during the

year, Therefore, the provisions of Clause (ix) of the said Order is not applicable.

10. In our opinion and according to the information and the explanations given to us, the Company has not given any

guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of Clause (x) of

the said Order is not applicable.

11. The Company did not have any term loans outstanding during the year. Therefore, the provisions of Clause (xi) of

the said Order is not applicable.

12. According to the information and explanations, no material fraud on or by the Company has been noticed or

reported during the course of our audit.






M.No. 203479

30

BALANCE SHEET AS AT MARCH 31, 2015Particulars Note As at As at

No. 31st March 2015 31st March 2014(Rupees) (Rupees)

I EQUITY & LIABILITIES

1. Shareholders' Fundsa) Share Capital 1 9,45,68,400 9,45,68,400b) Reserves and Surplus 2 (16,23,79,823) (12,64,65,478)

Sub-Total (6,78,11,423) (3,18,97,078)

2. Non-Current Liabilitiesa) Long-Term Borrowings 3 1,36,00,000 23,63,045b) Deferred Tax Liability 4 0 21,67,767c) Other Long-Term Liabilities 5 1,34,000 3,30,000d) Long-Term Provisions 6 26,04,611 29,93,034

Sub-Total 1,63,38,611 78,53,846

3. Current Liabilitiesa) Short-Term Borrowings 7 56,22,641 9,99,700b) Trade Payables 8 2,80,86,461 1,48,87,880c) Other Current Liabilities 9 6,99,43,027 7,80,99,534d) Short-Term Provisions 10 2,89,401 9,10,727

Sub-Total 10,39,41,530 9,48,97,841

TOTAL 5,24,68,718 7,08,54,609II. ASSETS1. Non-Current Assets

a) Fixed Assets 11 1,07,30,477 4,27,96,780b) Non-Current Investments 12 87,62,425 0c) Deferred Tax Assets 13 41,20,085 0d) Other Non-Current Assets 14 12,40,724 8,20,724

Sub-Total 2,48,53,711 4,36,17,504

2. Current Assetsa) Inventories 15 18,01,598 13,01,054b) Trade Receivables 16 72,32,450 84,20,225c) Cash and Bank Balances 17 4,12,926 5,25,715d) Short-Term Loans and Advances 18 1,81,68,033 1,69,90,111

Sub-Total 2,76,15,007 2,72,37,105

TOTAL 5,24,68,718 7,08,54,609

Notes forming part of Financial Statements 1-32

As per our report of even date

for Ratnam Dhaveji & Co.,Chartered AccountantsFirm Regn. No. 006677S

C V Ratnam DhavejiPartnerM.No. 203479

Place : Hyderabad

Date : 22nd May, 2015

for and on behalf of the Board of Directors

Dr. Sura Surendranath Reddy Sunil Chandra Kondapally

Chairman Managing Director

N. Ravikumar M. Ramana Reddy

Chief Financial Officer Company Secretary

31

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31, 2015

Particulars Note For the Year ended For the Year ended

No. 31st March 2015 31st March 2014

(Rupees) (Rupees)

I Revenue from Operations 19 7,69,43,675 11,07,52,286

II Other Income 20 48,13,148 8,06,583

III Total Revenue (I+II) 8,17,56,823 11,15,58,869

IV Expenses:

Cost of Materials Consumed 21 76,14,523 1,47,02,590

Employee Benefit Expense 22 2,13,76,584 2,70,86,292

Finance Costs 23 6,26,892 9,79,575

Depreciation 11 1,03,31,350 57,57,766

Other Expenses 24 8,39,35,382 7,28,88,956

Total Expenses 12,38,84,731 12,14,15,179

V Profit / (Loss) Before Exceptional Items and Tax (III-IV) (4,21,27,908) (98,56,310)

VI Add: Exceptional Items 25 0 1,28,10,769

VII Profit / (Loss) Before Tax (V-VI) (4,21,27,908) 29,54,459

VIII Tax Expenses:

Current Tax 0 5,79,810

MAT Credit 0 (43,186)

Deferred Tax (62,87,852) 26,12,876

Tax relating to earlier years 74,289 0

IX Profit / (Loss) for the Year (VII-VIII) (3,59,14,345) (1,95,041)

X Earnings per Equity Share: 26

Basic & Diluted (3.78) (0.02)

Notes forming part of Financial Statements 1-32




Place : Hyderabad







32

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015For the year For the year

ended 31.03.2015 ended 31.03.2014

(Rupees in lakhs) (Rupees in lakhs)

A. CASH FLOW FROM OPERATING ACTIVITIES :Net Profit / (Loss) Before Tax (421.28) 29.54Adjustments for:

Depreciation 103.31 57.57Interest income (1.88) (1.71)Interest Expenditure 6.27 9.79Profit on Sale of Unit at Bangalore 0.00 (128.11)Loss on Sale of Fixed Assets 14.63 0.00Adjustment on account of impairment 245.56 0.00

Operating Profit bofore Working Capital changes (53.39) (32.92)Adjustments for :

Inventories (5.01) 23.76Trade Receivables 11.88 101.29Short Term Loans & Advances (11.78) 41.33Other Non Current Assets (4.20) 0.00Other Long Term Liabilities (1.96) (0.11)Trade Payables 131.99 36.50Other Current Liabilities (81.57) 2.11Short Term Provisions (0.41) (0.15)Long Term Provisions (3.88) (1.39)

Cash generated from Operations (18.33) 170.42

Taxes Paid 6.54 0.00

Net Cash from Operating Activities (24.87) 170.42

B. CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets (66.85) (19.53)Sale of Fixed Assets 24.00 89.89Decrease in Capital Work - in - Progress 0.00 32.31Non Current Investiments (87.62) 0.00Interest received 1.88 1.71

Net Cash from in Investing Activities (128.59) 104.38

C. CASH FLOW FROM FINANCING ACTIVITIES:Increse / (Decrease) in Long Term borrowings 112.37 (1604.15)Increase in Short Term borrowings 46.23 7.29Decrease in Long Term Loans & Advances 0.00 1202.44Profit on Sale of Unit at Bangalore 0.00 128.11Interest Paid (6.27) (9.79)Net cash flow from financing activities 152.33 (276.10)Net Increase / (Decrease) in cash and cash equivalents (1.13) (1.30)

Cash and cash equivalents as at the beginning of the year 5.26 6.56

Cash and Cash equivalents as at the end of the year 4.13 5.26




Place : HyderabadDate : 22nd May, 2015






33

Note As at As atNo. Particulars 31.03.2015 31.03.2014

(Rupees) (Rupees)

1 SHARE CAPITAL

a) Authorized Share Capital

1,00,00,000 Equity Shares of Rs 10 each 10,00,00,000 10,00,00,000

Total 10,00,00,000 10,00,00,000

b) Issued Capital, Subscribed & Paid-up Capital94,81,640 Equity Shares of Rs 10 each 9,48,16,400 9,48,16,400

Less: Allotment Money Arrears 2,48,000 2,48,000

Total 9,45,68,400 9,45,68,400

Particulars 31.03.2015 31.03.2014Number Value Number Value

c) Reconciliation of the number of Equity Shares

Shares outstanding at the beginning of the year 94,81,640 94,81,640 94,81,640 94,81,640Shares issued during the year - - - -Shares bought back during the year - - - -

Shares outstanding at the end of the year 94,81,640 94,81,640 94,81,640 94,81,640

d) Terms / Rights attached to SharesThe Company has only one class of shares i.e., equity shares having at par value of Rs.10 per share. Each holder

of equity share is entitled to one vote irrespective of number shares held.In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining

assets of the Company after distribution in the proportion of number equity shares held by them.

e) Shares in the company held by each shareholder holding more than 5 percent shares.

Particulars 31.03.2015 31.03.2014

Number of % of share Number of % of share

shares held holding shares held holding

Standard Medical & Pharmanceuticals Limited - - 27,50,220 29.01%

Vijaya Diagnostic Centre Private Limited 57,02,220 60.14% 19,76,800 20.85%

3A Capital Services Limited - - 4,81,250 5.08%

f) For the period of five years immediately preceding the date as at which the Balance Sheet is prepared Equity

Shares:

Particulars 2014-15 2013-14 2012-13 2011-12 2010-11

i) Allotted as fully paid up pursuant to contract (s) - - - - -without payment being received in cash.

ii) Allotted as fully paid up by way of Bonus Shares - - - - -

iii) Bought Back Shares - - - - -

2 RESERVES AND SURPLUS

a) General Reserve 62,45,547 62,45,547b) Surplus / (Deficit) in Statement of Profit & Loss

Opening Balance (13,27,11,025) (13,25,15,984)Add: Profit / (Loss) for the Year (3,59,14,345) (1,95,041)Closing Balance (16,86,25,370) (13,27,11,025)

Total (16,23,79,823) (12,64,65,478)

34


(Rupees) (Rupees)

3 LONG TERM BORROWINGS

Loans & Advances from Related PartiesUnsecured Loans

From Directors 1,24,00,000 0Other Loans & Advances

Unsecured Loans - Others 12,00,000 23,63,045

Total 1,36,00,000 23,63,045

4 DEFERRED TAX LIABILITY

Opening Balance 0 59,50,564Adjustment on account of temporary timing differences 0 (37,82,797)Closing Balance 0 21,67,767

5 OTHER LONG TERM LIABILITIES

Members Subscription under Gold Card Plus Scheme 1,34,000 3,30,000

Total 1,34,000 3,30,000

6 LONG TERM PROVISIONS

Provision for Gratuity 26,04,611 29,93,034

Total 26,04,611 29,93,034

7 SHORT TERM BORROWINGS

Loans repayable on Demand

Karnataka Bank Overdraft Account 8,22,641 9,99,700(Secured by way of hypothecation of Stocks,Receivables & Personal Gurantee of Directors)

Other Loans & AdvancesUnsecuredCurrent Maturities of Loans & Advances 48,00,000 0

Total 56,22,641 9,99,700

8 TRADE PAYABLES

i) Dues other than to Micro and Small Enterprises 2,80,86,461 1,48,87,880(The Company does not have information as to thestatus of trade payables under Micro,Small & MediumEnterprises (Development) Act,2006, Hence the detailsprescribed under the said Act could not be given)

Total 2,80,86,461 1,48,87,880

9 OTHER CURRENT LIABILITIES

Membership Deposits / Subscriptions 5,21,33,906 5,34,82,053Statutory Payables 22,66,355 39,19,144Outstanding Expenses 1,19,50,723 1,75,71,569Others 35,92,043 31,26,768

Total 6,99,43,027 7,80,99,534

10 SHORT TERM PROVISIONS

Provision for Gratuity 2,89,401 3,30,917Provision for Income tax 0 5,79,810

Total 2,89,401 9,10,727

35

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36


(Rupees) (Rupees)

12 NON CURRENT INVESTMENTS

Other Investments

Investments in Medinova Millenium MRI Services LLP 87,62,425 0

Total 87,62,425 0

13 DEFERRED TAX ASSET

Opening Balance (21,67,767) 0

Adjustment due to temporary timing differences 62,87,852 0

Closing Balance 41,20,085 0

14 OTHER NON-CURRENT ASSETS

MAT Credit Entitlement 8,20,724 8,20,724

Others 4,20,000 0

Total 12,40,724 8,20,724

15 INVENTORIES

Films 1,20,522 35,164

Chemicals 10,23,880 7,02,841

Medicines 37,453 45,510

Consumables,Spares & Others 3,68,926 2,40,344

Stationery 2,50,817 2,77,195

Total 18,01,598 13,01,054

16 TRADE RECEIVABLES

Trade Receivables outstanding for a period less than or equal

to six months from the date they are due for payment

- Unsecured Considered Good 46,17,920 44,62,720

Trade Receivables outstanding for a period more than

six months from the date they are due for payment

- Unsecured Considered Good 26,14,530 39,57,505

Total 72,32,450 84,20,225

17 CASH & BANK BALANCES

a. Balances with Banks

- Current Accounts 3,00,488 2,42,174

b. Cash on Hand 1,12,438 2,83,541

Total 4,12,926 5,25,715

18 SHORT TERM LOANS & ADVANCES

TDS Receivables 1,28,37,418 1,20,78,008

Deposits 30,36,533 48,22,085

Advances to Suppliers 6,14,082 90,018

Others 16,80,000 0

Total 1,81,68,033 1,69,90,111

37

Note For the Year For the yearNo. Particulars ended 31.03.2015 ended 31.03.2014

(Rupees) (Rupees)

19 REVENUE FROM OPERATIONS

Sale of Services 7,64,75,065 11,03,38,346

Franchise Management Fee 4,68,610 4,13,940

Total 7,69,43,675 11,07,52,286

20 OTHER INCOME

Service Charges 4,44,635 2,48,500

Interest Received 1,87,716 1,71,194

Dividend on Chit 9,08,950 0

Balance in Parties Accounts Written back / Written off (Net) 27,92,684 1,75,186

Miscellaneous Income 4,79,163 2,11,703

Total 48,13,148 8,06,583

21 COST OF MATERIALS CONSUMED

Inventories at the beginning of the Year 13,01,054 36,77,648

Add : Purchases during the year 81,15,067 1,23,25,996

Less : Closing Stock 18,01,598 13,01,054

Total 76,14,523 1,47,02,590

22 EMPLOYEE BENEFIT EXPENSE

Salaries and Wages 1,81,15,782 2,37,54,818

Employer Contribution to Provident Funds, 24,35,954 20,62,778

ESI & Group Gratuity

Staff Welfare Expenses 8,24,848 12,68,696

Total 2,13,76,584 2,70,86,292

23 FINANCIAL COSTS

Interest Expense 4,57,213 5,48,528

Bank Charges 1,69,679 4,31,047

Total 6,26,892 9,79,575

38

Note For the Year For the yearNo. Particulars ended 31.03.2015 ended 31.03.2014

(Rupees) (Rupees)

24 OTHER EXPENSES

Power and fuel 50,42,363 60,12,846

Rent 56,52,437 94,29,023

Repairs & Maintenance 22,40,881 32,21,984

Insurance 15,317 31,875

Travel and Conveyance 17,48,941 33,05,789

Legal and Professional charges 45,87,225 64,58,815

Postage,Telephone, Fax & Internet Expenses 8,80,326 10,36,630

Auditor's Remuneration

For Taxation matters 1,01,124 50,000

For company law matters 67,416 84,000

Rates & Taxes 2,88,966 2,72,851

Printing & Stationery 9,27,254 13,01,330

Lab Testing Fees 1,38,93,428 40,07,964

Security Charges 6,07,687 4,49,802

Loss on Sale of Assets 14,63,600 0

Impairment of Assets 2,28,57,652 0

Interest on TDS remittences 16,74,291 0

House Keeping Charges 8,45,813 10,13,118

Corporate & Gold Card Concessions and Discounts 69,15,361 1,49,46,618

Commission to collection Centres 9,52,976 27,75,512

Development Expenses 55,92,458 70,97,057

Miscellaneous Expenses 75,79,866 1,13,93,742

Total 8,39,35,382 7,28,88,956

25 EXCEPTIONAL ITEMS

Profit on sale of Bangalore Unit 0 1,28,10,769

Total 0 1,28,10,769

26 EARNINGS PER SHARE

Net Profit available to Equity Share Holders (3,59,14,345) (1,95,041)

(after adjustments,if any)

Weighted Average number of Equity Shares held 94,81,640 94,81,640

Potential Equity Shares 94,81,640 94,81,640

Earnings per Share - Basic (3.78) (0.02)

Earnings per Share - Diluted (3.78) (0.02)

39

27 SIGNIFICANT ACCOUNTING POLICIES

27.1 BASIS OF PREPARATION

These Financial Statements of the Company have

been prepared in accordance with the Generally

Accepted Accounting Principles in India (‘Indian

GAAP’) to comply with the Accounting Standards

specified under Section 133 of the Companies Act,

2013, read with Rule 7 of the Companies (Accounts)

Rules, 2014 and the relevant provisions of Companies

Act, 2013. The financial statements have been

prepared under the historical cost convention on

accrual basis.

27.2 USE OF ESTIMATES

The Preparation of financial statements in conformity

with generally accepted accounting principles in India

requires the management to make judgments,

estimates and assumptions that affect the reported

amounts of revenues, expenses, assets and liabilities

and the disclosure of contingent liabilities, at the end

of the reporting period. Examples of such estimates

include provision for employee benefits, provision for

taxes, the useful lives of depreciable fixed assets and

provision for impairment. Future results could differ

due to changes in these estimates and the difference

between the actual result and the estimates are

recognized in the period in which the results are

known/materialise.

27.3 REVENUE RECOGNITION

i) All Income and expenditure are accounted on

accrual basis.

ii) The Members Subscriptions under the Gold Card

Plus Scheme are being accounted as income,

proportionately over the scheme period of Five

Years.

iii) Income from Service Benefit scheme is being

accounted in the year of utilization of services.

iv) Interest income if any is recognized on time

proportion basis taking into account the amount

outstanding and contracted rate of interest, as

applicable.

27.4 FIXED ASSETS

i) All fixed assets are stated at cost of acquisition

including any cost attributable to bringing the

asset to its working condition for its intended use,

less accumulated depreciation and impairment

loss.

ii) Additional costs relating to the acquisition and

installation of fixed assets/ major repairs and

renewals are capitalized.

27.5 IMPAIRMENT OF ASSETS

i) Fixed assets (including Capital Work In Progress)

are reviewed for impairment as at the Balance

Sheet date. In case, events and circumstances

indicate any impairment, recoverable amount of

these assets is determined.

ii) Recoverable amount is the higher of an asset’s

net selling price and value in use. In assessing

value in use, the estimated future cash flows

expected from the continuing use of the asset

and from its disposal are discounted to their

present value using a pre-tax discount rate that

reflects the current market assessments of time,

value of money and the risks specific to the asset.

iii) Subsequent to impairment, depreciation is

provided on the revised carrying value of the

assets over the remaining useful life.

iv) Reversal of Impairment loss if any is recognised

as income in the statement of Profit and Loss.

27.6 DEPRECIATION

i) Individual assets costing less than Rs. 5,000 are

expensed off in the year of acquisition.

ii) Depreciation on all other assets is provided on

the written down value method based as per the

rates determined by the Management taking into

consideration the estimated useful life of the

assets and their residual value at the end of the

life. The Management has estimated the useful

life and worked out the depreciation rates (under

WDV method) of various class of assets as under;

Nature Asset Description Estimated Depreciation

Useful Life in Years Residual Value (%) Rate % (WDV)

Buildings Building 25 10 8.80%

Building Improvements 5 5 45.07%

Leased Premises 10 10 20.57%

Plant & Machinery Plant & Machinery 7 10 28.03%

Plant & Machinery - Lift 15 10 14.23%

Plant & Machinery - Medical I 5 10 36.90%

Plant & Machinery - Medical II 10 10 20.57%

Office Equipment 3 10 53.58%

Vehicles 5 10 36.90%

Voltage Stabilizer 5 10 36.90%

Computers 5 10 36.90%

Furniture & Fixtures Furniture & Fixtures 5 10 36.90%

iii) In respect of assets not covered above, rate of

depreciation would be determined in accordance

with the above principle as and when necessary.

27.7 INVENTORIES

Stock of all diagnostic kits, lab chemicals,

consumables, medicare items, house-keeping items,

stationery etc are valued at Cost. Cost of these

inventories comprise of all costs of purchase and other

costs incurred in bringing the inventories to their

present location after adjusting for recoverable taxes,

if any by applying FIFO method.

27.8 EMPLOYEE BENEFITS

i) Contribution to Provident Fund is recognized as

an expenditure on accrual basis.

ii) The Company has an obligation towards gratuity,

a defined benefit retirement plan covering eligible

employees. The plan provides for a lump sum

payment to vested employees on retirement,

death while in employment or on termination of

employment in an amount equivalent to 15 days

salary payable for each completed year of

service. Vesting occurs upon completion of five

years of service. The Gratuity plan of the entity

is an unfunded plan. The company accounts for

the liability for future Gratuity benefits on the

basis of an independent actuarial valuation.

27.9 LEASES

Leases, where the lesser retains substantially all the

risks and rewards incidental to the ownership are

classified as operating leases. Operating lease

payments consisting of Rentals for the premises taken

on lease are recognized as an expense in Statement

of profit & loss on straight line basis over the lease

term.

27.10INCOME TAXES

Tax expenses comprise current and deferred tax.

Current income tax is measured at the amount

expected to be paid to the tax authorities in

accordance with the Income tax Act, 1961. The tax

rates and tax laws used to compute the amount are

those that are enacted at the reporting date.

Deferred income taxes reflect the impact of current

year timing differences between taxable income and

accounting income for the year and reversal of timing

differences of earlier years. Deferred tax is measured

based on the tax rates and the tax laws enacted or

substantively enacted at the balance sheet date.

40

28. During the year under review the Company has changed the rate of depreciating its assets on Straight Line Basis as

per rates prescribed under Companies Act, 1956, to rates based on the expected life time of the assets and their

estimated residual value at the end of the life. The depreciation has been recalculated from the date of asset put to

use and the incremental depreciation amounting to Rs 2.45 Crores is treated as impairment loss and depreciation

for the Current financial year is provided at the new rates of depreciation after considering the effect of impairment

as on the first day of financial year.

29. The Company is engaged in the business of Diagnostic Services and related business. There are no other reportable

business segments.

30. As per Accounting Standard 18, “Related Party Disclosure” issued by the Institute of Chartered Accountants of

India, the disclosures of transactions with the related parties as defined in Accounting Standard are given below:

a) Related Party Disclosures

List of related parties where control exists and other related parties with whom the Company had transactions

and their relationships during the financial year.

Nature of Relation Name of the Related Party

Holding Vijaya Diagnostic Centre Private Limited

Investment Medinova Millennium MRI Services LLP

Key Management Personnel Sunil Chandra Kondapally, Managing Director

N Ravikumar, Chief Financial Officer

M Ramana Reddy, Company Secretary

b) Transactions with Related Parties during the financial year:

Sl.No Name of the Related Party Nature of Transactions Amount (Rs.)

1. Vijaya Diagnostic Centre Private Limited Purchase of Services 1,21,36,165

2. Dr Sura Surendranath Reddy Loan Received 1,24,00,000

3. Dr Sura Surendranath Reddy Interest on Loan Received 3,04,799

4. N Ravikumar Remuneration 5,78,000

5. M Ramana Reddy Remuneration 20,000

c) Balances with Related Parties as at 31.03.2015:

Sl.No Name of the Related Party Nature of Balances Amount (Rs.)

1. Vijaya Diagnostic Centre Private Limited Creditor for Services 1,09,22,548

2. Dr Sura Surendranath Reddy Unsecured Loan Payable 1,24,00,000

3. Dr Sura Surendranath Reddy Interest Payable 94,318

4. N Ravikumar Remuneration Payable 1,15,960

5. M Ramana Reddy Remuneration Payable 20,000

41

31. Disclosure required by the AS-15 (Revised) - Employee Benefits.

The Company adopted the revised Accounting Standard – 15 Employee Benefits. The details of components of net

benefit expenses recognised in the Profit & Loss Account with regard to gratuity and amounts recognised in the

Balance Sheet are below:

a. Expenses Recognised in Statement of Profit & Loss: for the year for the year

2014-2015 2013-2014

Amount (Rs.) Amount (Rs.)

Current Service Cost 1,47,650 1,75,439

Interest Cost on benefit obligation 2,65,916 2,78,215

Expected return on plan assets Nil Nil

Net Actuarial (gain) / loss recognized in the year 8,65,846 1,23,521

Past services cost Nil Nil

Net benefit expenses 12,79,412 5,77,175

Actual return on plan assets NA NA

b. Changes in present value of the defined benefit obligation: As at As at

31.03.2015 31.03.2014

Amount (Rs.) Amount (Rs.)

Opening defined benefit obligation 33,23,951 34,77,688

Interest Cost 2,65,916 2,78,215

Current Service Cost 1,47,650 1,75,439

Benefits paid (17,09,351) (7,30,912)

Actuarial (gains) / losses on obligation 8,65,846 1,23,521

Closing defined benefit obligation 28,94,012 33,23,951

c. Actuarial Assumptions:

Salary Rise 6% 6%

Discount Rate 8% 8%

Attrition Rate 10% 10%

Mortality Rate Table of LIC 1994-96 1994-96

Retirement Age 58 Years 58 Years

32. Previous period’s figures have been re-grouped / rearranged wherever necessary to confirm with current year classi-

fication and to facilitate meaningful comparison. Figures are rounded off to nearest rupee.




Place : Hyderabad







42

1. Name of the sole/first named shareholder :

2. Address :

3. Name(s) of Joint shareholders (if any) :

4. Registered Folio No/DP ID No/Client ID No :

5. E-mail Id :

6. Number of Equity Shares held :

I/We hereby exercise my/our vote in respect of the resolution(s) to be passed for the business stated in the notice of 22nd

Annual General Meeting of the Company to be held on Friday, 25th September, 2015, by conveying my/our assent or

dissent to the said resolution(s) by placing the tick mark at the appropriate box below:

Sl. Description No. of I/We assent I/We dissent

No. Shares to the to the

resolution resolution

(For) (Against)

Ordinary Business:

1. Adoption of Audited Financial Statements for the year ended

31.03.2015 together with the reports of the Directors’ and Auditors

thereon.

2. Ratification of appointment of M/s. Ratnam Dhaveji & Co., Chartered

Accountants as Statutory Auditors of the Company.

Special Business:

3. Appointment of Mr. K. V. Ravindra Reddy as Independent Director of

the Company.

4. Appointment of Mr. P. Kamalakar Rao as Independent Director of the

Company.

5. Appointment of Mrs. Suprita Reddy Sura as Director of the Company.

6. Appointment of Dr. G. Ramesh Ramayya as Independent Director of

the Company.

7. Appointment of Dr. Sura Surendranath Reddy as Director of the

Company.

8. Borrowal of Monies upto Rs.100.00 Crores under Section 180(1)(c)

of the Companies Act, 2013.

9. Creation of Charge / Mortgage on the Assets and undertakings of the

Company upto Rs.100.00 Crores under Section 180(1)(a) of the

Companies Act, 2013.

10. Approval of Related Party Transactions with M/s Vijaya Diagnostic

Centre Pvt. Ltd., under Section 188 of the Companies Act, 2013.

11. Alteration of Articles of Association of the Company in conformity

with the Companies Act, 2013.

BALLOT FORM(In lieu of e-voting at the AGM Venue)

MEDINOVA DIAGNOSTIC SERVICES LIMITED

Place:

Date: Signature of the Member / Proxy

Ro

ute

Map t

o A

GM

Venue:

At

Ho

tel G

reen P

ark

, G

reen L

and

s, B

egum

pet, H

yd

era

bad

.

Form No. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Medinova Diagnostic Services Limited

CIN: L85110TG1993PLC015481

Regd. Office: 6-3-652, Anand Chambers, Somajiguda, Hyderabad – 500 082, Telangana

ATTENDANCE SLIP22nd ANNUAL GENERAL MEETING

DP ID : Name & Address of the Registered Shareholder /Proxy

Client Id/ Folio No. :

No. of Shares :

I certify that I am a registered shareholder/proxy for the registered shareholder of the Company.

I hereby record my presence at the 22nd Annual General Meeting of the Company at Hotel Green Park, Green Lands, Begumpet,Hyderabad – 500 016 on Friday, the 25th September 2015 at 11.00 A.M

Member’s/Proxy’s Signature

Note: Please complete this form and hand it over at the entrance of the hall.

Affix Re.1/-

Revenue

Stamp

Signature

1. Name

Address

E-mail Id

or failing himSignature

2. Name

Address

E-mail Id

or failing himSignature

3. Name

Address

E-mail IdSignature

CIN : L85110TG1993PLC015481

Name of the Company : Medinova Diagnostic Services Limited

Registered Office : 6-3-652, Anand Chambers, Somajiguda, Hyderabad – 500 082, Telangana

Name of the member (s) :

Registered address :

E-mail Id :

Folio No/ Client Id :

DP ID :

I/We, being the member (s) of .............................................. shares of the above named company, hereby appoint

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 22nd Annual General Meeting of the

Company, to be held on Friday, the 25th September 2015 at 11.00 A. M. at Hotel Green Park, Green Lands, Begumpet, Hyderabad

– 500 016 and at any adjournment thereof in respect of all the Resolutions indicated in the Notice

Signed this .................. day of ......................... 2015.

Signature of Shareholder :

Signature of Proxy holder(s) :

NOTE: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,

not less than 48 hours before the commencement of the Meeting.

PRINTED - MATTER

Medinova Diagnostic Services LimitedRegistered Office : 6-3-652, 'Anand Chambers'Somajiguda, Hyderabad - 500 082.

If undelivered please return to :

medinova diagnostic services ltd (iwd)(220915)...centre pvt. ltd., diagnostic diagnostic the terms...

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