| The Board is pleased to present the Thirty Fourth Annual Report on the
business and operations of the Company, together with the Audited
Financial Statements and Auditors Report for the financial year ended
31st March 2015.
Financial Results
(Rs,) in Lakhs
Particulars Year Ended Year Ended
31.03.2015 31.03.2014
Turnover and Profitability
Gross Sales 1247.85 2146.98
Total Expenditure 1308.84 2414.62
Profit before Depreciation
and Financial Charges (60.99) (267.64)
Depreciation 377.84 196.31
Financial Charges 134.82 212.60
Profit before Tax (573.65) (676.55)
Provision for Taxation - (177.90)
Profit after Tax (573.65) (854.45)
Extraordinary item (193.00) -
Add Profit brought forward
from previous year (810.06) 44.38
Profit available for Appropriation
from Operations (1190.71) (810.06)
Appropriations
Proposed Dividend
Provision for Tax on
Proposed Dividend
Balance in statement of
Profit and Loss Account (1190.71) (810.06)
Results from Operations
The total income for your company for the financial year ending March
2015 was Rs.1247.85 Lakhs, against Rs.2146.98 Lakhs for the year ending
March 2014 and decrease of 58.12% over the previous year.
During the year under review your Company has disposed of certain
Assets identified as unproductive amounting to Rs.628.62 Lakhs, the
proceeds of which has been utilized to pay off its debts and dues to
State Bank of India and State Bank of Travancore. Presently the
Company is debt free as regards to Bankers.
Turnover and Profitability
The gross sales and other income for the financial year under review
was Rs.1247.85 lakhs. The profit before tax (after depreciation and
Financial charges) was Rs.(573.65) Lakhs and Profit after Tax was
Rs.(573.65) Lakhs.
Appropriations
Dividend
Pursuant Section 134 (3) (k) of the Companies Act, 2013 and considering
the performance of the Company, your Directors have not declared a
Dividend
Capital Structure
During the financial year under review, the share capital of your
company remained unaltered.
Disclosure regarding Issue of Equity Shares with Differential Rights
During the year under review, the Company has not issued Shares with
Differential Rights.
Disclosure regarding issue of Employee Stock Options:
During the year under review, the Company has not issued Shares
Employee Stock Options.
Disclosure regarding issue of Sweat Equity Shares:
During the year under review, the Company has not issued Sweat Equity
Shares.
Management Discussion and Analysis Report:
The report, as required, is given as Annexure I and forms part of the
Directors' Report.
Particulars of Research and Development, Conservation of energy,
technology absorption and Foreign exchange earnings and Outgo etc.
In pursuance of the provisions of Section 134 of the Companies Act,
2013, the particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo are furnished below:
1. Conservation of Energy: The operation of your Company is not energy
intensive. Adequate measures have, however, been taken to reduce energy
consumption by using Energy efficient computer terminals. Air
conditioners are used when required, thereby enhancing energy
efficiency.
2. Research and Development: No R&D projects were undertaken during
the year.
3. Technology Absorption: The Technology used by the Company is
commonly used by similar industries and the Company is constantly
studying the opportunities for improving/up gradation of the
technology.
4. Foreign Exchange Earning and Outgo: The Company earned Rs.2.18
lakhs in Foreign Exchange. The Foreign Exchange outgo was Rs.333.48
lakhs.
Particulars of Employees
Information as per Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, of the Companies Act, 2013, and forming part of
the Directors Report for the year ended 31st March 2015.
I. Employed throughout the year - Nil
II. Employed for part of the year - Nil
III. There were no employees covered under the provisions of the
Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, of the Companies Act, 2013.
Having regard to the provisions of the first proviso to Section 136(1)
of the Act and as advised, the Annual Report excluding the information
on Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
being sent to the members of the Company. The said information is
available for inspection at the registered office of the Company during
working hours and any member interested in obtaining such information
may write to the Company and the same will be furnished on request.
Corporate Governance
The Company is committed to maintaining the highest standards of
Corporate Governance and disclosure practices. The Company ensures
compliance to law and adherence to ethical standards to enhance
customer value.
A separate section on Corporate Governance, along with a certificate
from the Auditors confirming the level of compliance, is annexed and
forms a part of the Directors' Report.
Directors' Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the profit of the Company
for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
LISTING OF SECURITIES
Your Company's securities are listed on The Bombay Stock Exchange
Limited (BSE).
Fixed Deposits
During the year under review, your Company has not accepted any
deposits falling under section 73 (1) provided under Chapter V of the
Companies Act, 2013. There are no overdue deposits, due for payment as
at the close of the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
INDUCTION.
On the recommendation of Nomination and Remuneration Committee, The
Board appointed Mr. P.V. Chandrasekar (DIN:07073777), as Managing
Director and Mr. Vivek Kumar Malhotra (DIN:07065198) as Whole time
Director with effective from 13th February 2015 and Ms. Suchitra Misra
(DIN 02254365) as Non-Executive Director with effect from March 31,
2015. We seek your support in confirming the appointment of the above
mentioned Directors, in the ensuing Annual General Meeting.
Reappointments
The Company had appointed Dr. Anvay Mulay (DIN: 01479415) as
Non-Executive Director, liable to retire by rotation under the
Companies Act, 1956. He is also Independent Directors pursuant to
Clause 49 of the Listing Agreement.
In terms of provisions of Companies Act, 2013, Independent Directors
are not liable to retire by rotation. It is proposed to appoint the
aforementioned Director as Independent Director at the AGM for a period
of three years with effect from the date of the AGM.
Appropriate resolutions and Brief resume of the Directors seeking
appointment / re-appointment at the Annual General Meeting, as required
under Clause 49 of the Listing Agreement and Companies Act 2013, forms
part of the Notice convening the Annual General Meeting.
Resignations
During the period under review, Mr. Balasubramaniam. V (DIN 01177493)
Independent Director resigned with effect from December 23, 2014, Mr.
Vinod Ramnani (DIN 01580173) ceased to be a Director of the Company
with effect from 30.04.2015 and Mr. Bhaskar Valiveti (DIN 00453173)
ceased to be a Director of the Company with effect from 30.04.2015.
The Board places on record its appreciation for the services rendered
by them during their tenure with the Company.
Declaration by Independent Directors.
The Company has received necessary declaration from Independent
Directors that they meet the criteria of independence laid down in
section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
Training of Independent Directors.
To familiarize the new inductees with strategy operations and functions
of our Company, senior managerial personnel make presentations on
Company's strategy, Organization structure, Products, technology,
quality, facilities. Further at the time of appointment of an
Independent Director, the Company issues a formal letter of appointment
outlining his or her role, function, duties and responsibilities as a
Director.
POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION.
The Nomination Remuneration and Evaluation Policy of the Company on
directors' appointment and remuneration, including criteria for
determining qualifications , positive attributes, independence of
director and other matters provided under Sub section (3) of Section
178 of the Companies Act, 2013 adopted by the Board, is appended as
Annexure II to the Board's Report. The Policy also contains the
evaluation framework as stipulated under the Clause 49 of the Listing
Agreement which mandates that the Board shall monitor and review the
Board evaluation framework. The Companies Act, 2013 states that a
formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. The
evaluation of all the directors and the Board as a whole was conducted
based on the criteria and framework adopted by the Board.
MEETINGS OF THE BOARD
Seven Meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance on page
no. 39 of this Annual Report.
COMMITTEES OF THE BOARD.
Currently, the Board has Four Committees: Audit and Risk Management
Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility Committee and Stakeholders Relationship Committee.
A detailed note on the Composition and Scope of the Committees is
provided under the Corporate Governance Section in this Annual Report.
Auditors
At the Annual General Meeting held on September 30, 2014 M/s. Anand
Amaranth & Associates, Chartered Accountants, Bengaluru, were appointed
as Statutory Auditors of the Company, hold office till the conclusion
of the Annual General Meeting to be held in the calendar year 2017. In
terms of First proviso to Section 139 of Companies Act, 2013, the
appointment of auditors shall be placed for ratification at every
Annual General Meeting. Accordingly, the appointment of M/s. Anand
Amarnath & Associates, Chartered Accountants as Statutory Auditors of
the Company is placed for ratification of shareholders. The Company has
received letter from the Statutory Auditors to the effect that their
reappointment, if made, would be in accordance with provisions of
Section 141 of the Companies Act, 2013.
SECRETARIAL AUDITOR
The Board has appointed Mr. Vijayakrishna K T, Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,
2015 is annexed as III herewith marked to this Report.
The Board of Directors of the Company hereby furnish following
explanations and clarifications with respect the observations made by
the Secretarial Auditors in their report dated November 18th 2015 under
the heading observations in points (a) to (_e_):
(a) The Company will take necessary steps to appoint one External
Person as member of the sexual harassment committee.
(b) The Company will take necessary steps to comply the appointment of
Internal Auditor.
(c) Due to technical issues in making the requisite returns, digitally
signing the same and uploading, delays occurred in filings of certain
returns. Extreme levels of care and caution will be exercised to ensure
that such delays do not occur again.
(d) The Company will henceforth ensure to publish notices with in the
prescribed time.
(e) The Company is in the process of recruiting suitable candidates,
for the post of CFO/CS. Returns with refer to appointment of Managing
Director and Whole time Director were delayed due to technical issue.
Extreme levels of care and caution will be exercised to ensure that
such delays do not occur again.
RISK MANAGEMENT
The Company has laid down risk assessment and minimization procedures
which are in line with the best practices in the industry and as per
its experience and objectives. The risk management system is reviewed
periodically and updated.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link:
http://www.amdlcorp.com/pdf/AMDL-Policy on Related Party Transactions.
Your Directors draw attention of the members to Note 7A to the
financial statement which sets out related party disclosures.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are
Nil.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee appointed
by the Board) has formulated and recommended to the Board, a Corporate
Social Responsibility Policy (CSR Policy) indicating the activities to
be undertaken by the Company, which has been approved by the Board. The
CSR Policy may be accessed on the Company's website at the link
http://www.amdlcorp.com/ AMDL-CSRPolicy.pdf
In terms of Section 134 of the Companies Act, 2013 read with The
Companies (Corporate Social Responsibility Policy) Rules, 2014, the
annual Report on Corporate Social Responsibility activities of the
Company is given in Annexure IV to this report.
This being the first year of implementation of the Companies Act, 2013,
owing to the operational challenges and accumulated losses, your
Company was unable to undertake CSR activities for the financial year
2014 -15.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal or unethical
behavior. The Company has a vigil mechanism and Whistle Blower policy
under which the employees are free to report violations of applicable
laws and regulations and the Code of Conduct to Chief Vigilance Officer
and Audit & Risk Management Committee of the Board. The Company further
confirms that no personal have been denied access to the Audit & Risk
Management Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed
on the Company's website at the link: http://www. amdlcorp.com/AMDL-
Whistle Blower Policy.pdf
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
V to this Report.
SIGNIFICANT AND MATERIAL ORDERS.
No order was passed by any court or regulator or tribunal during the
year under review which impacts going concern status of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in Company's premises
through various interventions and practices. The Company always
endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
A policy on Prevention of Sexual Harassment at Workplace has been
released by the Company. The policy aims at prevention of harassment of
employees and lays down the guidelines for identification, reporting
and prevention of undesired behavior. Three member Internal Complaints
Committee (ICC) was set up from the senior management with women
employees constituting majority. The ICC is responsible for Redressal
of complaints related to sexual harassment and follows the guidelines
provided in the Policy.
No complaints pertaining to sexual harassment was reported during the
year.
Auditors Observations:
The Board of Directors of the company would like to give the following
explanations and clarifications with respect to the qualifications/
observations made by the Auditors in their Report dated 1st December,
2015, for the Financial Statements under the heading Basis for
Qualified Opinion in points 1 to 5;
Stock Value of Rs.18.40 Crores on Terminal and Multipara Patient
Monitors : The company had initiated a series of marketing efforts, but
could not succeed in the promotion of payment terminals due to terminal
lagging the technical feature of PCI/PED Certificate. We are
continuously making efforts to upgrade and sell the terminals.
The Monitors are low on Technical features and prices in comparison to
the present models available now. We are working on upgrading the
monitor for sale to smaller hospitals and nursing homes in TIER III/IV
cities that require entry level monitors.
Receivable of Rs.17.79 Crores : We are continuing our efforts to
collect the receivables or get the material back.
Auditing in USA Operations : Auditing is not mandatory in the U.S. and
hence was not done.
Show Cause Notice, VCES Scheme - Delhi : It is by sheer oversight in
taking CENVAT credit in the VCES Scheme and we have gone on appeal. We
are confident of a positive result.
Stopped Business Operations: We have not completely stopped Business
Operations but we have right sized the operation and focus will be on
our core business of Healthcare Management, Equipment's Services to
become one among the Top Ten players which would allow us to go forward
with subsistence and growth in the chosen market segments. Further in
order to serve new customers and existing customers, new products are
continuously being identified and launched, making sure that we
continue giving them good after sales support, as we have done in the
past.
Payment of Statutory Dues : We will start paying the statutory dues and
would work towards zero tolerance on delayed payment of statutory dues
in future.
Acknowledgements
Your Directors would like to place on record their gratitude for all
the guidance and cooperation received from all its clients, vendors,
bankers, financial institutions, business associates, advisors,
regulatory and government authorities.
Your Directors also take this opportunity to thank all its investors
and stakeholders for their continued support and all employees for
their valuable contribution and dedicated service.
For and on behalf of the Board of Directors
Place: Bengaluru P V CHANDRASEKAR VIVEK MALHOTRA
Date : 3rd December 2015 Managing Director Whole-time Director
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