Your Directors have pleasure in presenting the 31st Annual Report containing the Audited Financial Statements of the Company for the Financial Year ended March 31 2024.
1. FINANCIAL RESULTS:
The financial performance of your company is stated hereunder:
(INR . In Lakhs)
* Consolidation was applicable to your Company from January 26 2024 pursuant to Acquisition of Wholly owned subsidiary Through Share Subscription agreement (Share Swap)
2. CORPORATE RESTRUCTURING:
The Company, during the financial year 2023-24, has sought approval of Shareholders for Change of Name and Objects of the Company consequent to entering into a Share Subscription agreement which encompassed a Share Swap Arrangement between your Company, Time Medical International Ventures (India) P Ltd and Time Medical International Ventures PTE Ltd (Singapore).
Pursuant to the Share Subscription Agreement and the successful completion of the open offer made by Time Medical International Ventures Pte Ltd (Acquirer-!), Mr. Shankar Varadharajan (Acquirer-2) and Mr. Ravindran Govindan (Acquirer-3) (hereinafter collectively referred to as "the Acquirers") in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, the Board of Directors induced the Acquirers as the new promoters of the Company.
As a result of the above developments, Your Company had now become a Trader of Magnetic Resonance
Imaging (MRI) machines which are being Manufactured under Make in India Scheme Indigenously made in the Manufacturing facility located at Andhra Pradesh MedTech zone (AMTZ).
3. NATURE OF BUSINESS:
The Company was incorporated primarily to be engaged in the business of manufacturing of Chemicals. Pursuant to the change in Objects of the Company, there has been change in Nature of Business to developing and trading of Medical Equipment including the cutting edge Magnetic Resonance Imaging (MRI) systems in India. The Investor may please note that this may be considered as the material change during the year under review.
4. INDUSTRY SCENARIO:
In 2023, the global MRI systems market, valued at USD 7.37 Billion, has set for significant growth through 2027. This growth is fueled by rising medical conditions, an aging population, and advancements in technology. MRI systems, which use magnetic fields
and radio waves to produce detailed body images, are increasingly adopted for diverse clinical applications, driving demand and market expansion
The MRI market in India is expanding due to rising healthcare demands, technological advancements, and government support. With a growing prevalence of chronic conditions and a focus on patient comfort, MRI systems offer a less claustrophobic alternative to traditional machines. Government initiatives to enhance medical technology and infrastructure are also boosting market growth. The market benefits from increasing investments in research and development and the expansion of healthcare facilities. As a result, MRI systems are becoming more widely available and appealing, contributing to their significant growth in India.
5. OUTLOOK FOR 2024-25
The Indian MRI market is projected to grow at a CAGR of 8.0%, driven by increasing demand for advanced diagnostics and rising chronic disorders. Government initiatives are boosting this growth, with the Department of Biotechnology fostering innovation through BIRAC and the Ministry of Electronics and Information Technology (MeitY) supporting new medical technologies. The expansion of medical device manufacturing clusters and the Production Linked Incentive (PLI) Scheme, with INR 1,206 Crores committed, further enhance domestic production and position India as a global MedTech hub.
6. FINANACIAL PERFORMANCE:
Consolidated Financials
For the Financial year ended 31.03.2024, your Company has Consolidated financials with its Wholly owned Subsidiary - Time Medical International Ventures (India) Private Limited. It is to be noted that during the year under review, applicability of requirement of Consolidation arose only from January 25 2024.
Your Company's consolidated total revenue stood at INR.2098.13 Lakhs as on 31.03.2024 and for the period of Consolidation the revenue is INR.2079.32 Lakhs.
Standalone Financials
During the Financial Year under review your Company has recorded a Total Revenue of INR.1152.83 Lakhs (Previous Year INR. 17.95 Lakhs). The Profit before Finance Cost and Depreciation is INR. 55.52 Lakhs. Profit before Tax is INR.53.87 Lakhs. After reversal of Deferred Tax, the Profit after Tax is INR. 40.28 Lakhs.
7. SUBSIDIARY COMPANIES
The Company has one Wholly-Owned Subsidiary, viz, Time Medical International Ventures (India) Private Limited. The Wholly-Owned Subsidiary is Unlisted Company. Time Medical International Ventures (India) Private Limited is a Material Subsidiary of the Company, in terms of Regulation 16 (1) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no material change in the nature of business of the Subsidiary.
There is no Associate Company in relation to the Company as on March 31 2024.
A Statement containing Salient Features of the Financial Statements of the Subsidiary Companies in Form - AOC - 1 is annexed hereto as ‘ANNEXURE - I'.
Business Review
Time Medical International Ventures (India) Private Limited (TM India)
TM India Wholly owned subsidiary of the Company, recorded revenue of INR. 2,228.13 Lakhs in 2023-24 against INR. 32 Lakhs. in the previous year. Profit/ (Loss) before tax was INR. (119.84) Lakhs (Previous year: INR. (62.58) Lakhs.) During the year, TM India renewed its focus on re-establishing itself in the market and gaining new customers.
8. DIVIDEND:
Being the first year after change of Nature of Business and even though there is an improvement in the performance of the Company in the year under review, given the uncertain domestic and global macroeconomic climate, the Board of Directors would like to ensure stability and improvement in the earnings before payment of dividend is resumed.
The Board is not considering any transfer of amount to General Reserves for the year under review, as it is not mandatorily required
9. NON-CONVERTIBLE DEBENTURES
There are no Non-Convertible Debentures outstanding as on March 31 2024.
10. DEPOSITS
The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and as such no amount of principal and interest were outstanding as on March 31 2024.
11. CASH FLOW STATEMENT
In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended March 31 2024 forms part of this Annual Report.
12. SHARE CAPITAL AND RESERVES:
The Paid up Equity Share Capital of the Company as on March 31 2024 was INR. 5,350 Lakhs consisting of 535 Lakhs Equity shares of Face value INR 10/- each fully paid up. During the financial year 2023-24, your Company has issued and allotted INR. 534.80 Shares of the Face Value INR 10/ on preferential basis.
The total Reserves and Surplus stood at INR. 2530.78 Lakhs as on March 31 2024 as against INR. (43.79) Lakhs as on March 31 2023.
13. FINANCE:
Cash and Cash Equivalents as at March 31 2024 were INR. 0.38 Lakhs. In addition, Company has investments in Fixed Deposits for INR. 120.63 Lakhs and Investment in Wholly owned Subsidiary by way of Share Swap amounting to INR. 4007.63 Lakhs. The Company continues to focus on judicious management of its working capital. The Company has taken many steps during the year to improve the working capital turns. The working capital parameters were kept under strict check through continuous monitoring.
14. DISCLOSURE W.R.T. MATERIAL CHANGES AND COMMITMENTS:
During the year under review the Company noted the following Material Changes and Commitments (upto March 31 2024):
1. The Company had received or Reclassification of "Promoter / Promoter Group" to "Public" Category from Sankaranarayanan G M, on January 19 2023 and Accordingly, the Company had submitted the application with BSE Limited on May 11 2023 i n accordance wi th Regulation 31 A of LODR Regulations, 2015. BSE through its letter dated November 29 2023 approved the Reclassification Sankaranarayanan G M Form Promoter / Promoter Group to public;
2. The Company received approval of shareholders for issue of upto INR. 23,28,000 [Twenty- Three Lakhs Twenty-Eight Thousand] Equity Shares
of INR 10/- [Rupees Ten] each for cash at an issue price of INR 10/- [Rupees Ten] per share total aggregating to INR 2,32,80,000 [Rupees Two Crore Thirty-Two Lakhs Eighty Thousand only] in the Extra Ordinary General Meeting held on Friday April 28 2023; The Board of Directors in their meeting held on June 29 2023 approved the Allotment of 23,28,000 fully paid-up Equity Shares of INR 10/- each at par on preferential basis to non-promoter; The Company received in-principle and Listing approval from BSE Limited ("BSE") for issue of 23,28,000 Equity Shares INR 10/- [Rupees Ten] each for cash. Accordingly, the Equity Shares issued, listed and permitted to trade on the Exchange with effect from Tuesday, August 8 2023;
3. The Board of Directors in their meeting held on December 15 2023 approved:
(a) The Acquisition of 100% of the Share Capital of Time Medical International Ventures (India) Private Limited. The Board has approved the execution of a Share Purchase and Share Subscription Agreement between the Company, Time Medical International Ventures (India) Private Limited and their shareholders and execution of other necessary documents regarding the Proposed Transaction, whereby the Company agrees to acquire 100% of the share capital of the Target Company;
(b) Subject to Shareholders approval, issuance of up to 4,00,76,260 (Four Crore Seventy-Six Thousand Two Hundred and Sixty) Equity Shares of INR 10/- (Rupees Ten only) each an issue price of INR 10/- (Rupees Ten only) each on preferential basis ('Preferential Issue') for consideration other than cash (i.e., swap of shares) to the shareholders of Time Medical International Ventures (India) Private Limited the persons other than promoters and promoter group, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) Subject to Shareholders approval, issuance of up to 1,09,23,740 (One Crore Nine Lakhs Twenty-Three Thousand Seven Hundred and Forty) Equity Shares of INR 10/- (Rupees Ten only) each at an issue price of INR 33.20/- (Rupees Thirty-Three and Twenty Paisa Only)
per share, on preferential basis ('Preferential Issue') to the persons other than promoters and promoter group, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) Subject to Shareholders approval, issuance of up to 15,00,000 (Fifteen Lakhs) fully convertible warrants ("Warrants/ Convertible Warrants") of INR 10/- (Rupees Ten) each at an issue price of INR 33.20/- (Rupees Thirty- Three and Twenty Paisa Only) per warrant, on preferential basis ('Preferential Issue') to the persons other than promoters and promoter group, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(e) Alteration of main object clause of the Memorandum of Association of the Company, subject to approval of shareholders;
(f) The change of existing name of the Company for adoption by the Central Registration Centre Ministry of Corporate Affairs subject to approval of member and other statutory approval;
(g) Shifting of registered office of the Company from the state of Maharashtra to the state of Andhra Pradesh subject to approval of member;
4. Time Medical International Ventures Pte Ltd (Acquirer-1), Mr. Shankar Varadharajan (Acquirer-2) and Mr. Ravindran Govindan (Acquirer-3) (hereinafter collectively referred to as the) made Public Announcement on December 15 2023 to the shareholders of Fischer Chemic Limited or acquiring up to 1,43,00,000 equity shares of INR 10/- each of Fischer Chemic Limited representing 26.00% of the expanded equity and voting share capital of the Target Company at a price of INR 12/-per Share fully paid-up Equity Share through Open Offer under Regulation 3(1) and 4 of SEBI (SAST) Regulations, 2011; The detailed Public Statement to the shareholders of Fischer Chemic Limited was made on December 22 2023 by Time Medical International Ventures Pte Ltd (Acquirer-1), Mr. Shankar Varadharajan (Acquirer-2) and Mr. Ravindran Govindan (Acquirer-3) for acquiring up to 1,43,00,000 equity shares of INR 10/- each of Fischer Chemic Limited;
5. The above material events was taken note by the shareholders of the Company in the Extra Ordinary General Meeting held on January 13 2024 through Video Conference / Other Audio-Visual Means (VC / OAVM) where the following were approved:
a. Issue of equity shares on preferential basis to the non-promoter for consideration other than cash:
b. Issue of equity shares on preferential basis to the non-promoter public category investor for cash;
c. Issue of warrants convertible into equity shares on preferential basis to the nonpromoter public category investor for cash;
d. Alteration of object clause of memorandum of association of the Company;
e. Change in name of the Company;
f. Shifting of registered office from the state of Maharashtra to the state of Andhra Pradesh;
g. Increase in limit of total shareholding of all registered Foreign Portfolio Investors (FPIS) / registered Foreign Institutional Investors (FIIS) put together from 24% up to 49% of the paid-up equity share capital of the Company.
6. The Company received on January 1 1 2024 in-principle from BSE Limited ("BSE") for issue and allotment of 4,00,76,260 Equity Shares for consideration other than cash, 1,09,23,740 Equity Shares for cash 15,00,000 Fully Convertible Warrants for cash to be issued on a preferential basis under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ; and the Board of Directors in their meeting held on January 25 2024 approved the proposal of aforesaid allotments.
7. Registrar of Companies (ROC) Mumbai, approved the name change of the Company from Fischer Chemic Limited to Fischer Medical Ventures Limited with effect from March 26 2024.
Apart from the above there are no material changes and commitments affecting the financial position of the Company occurred during the financial year.
15. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
16. INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations.
Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.
17. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future. There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
As per Section 186 of the Companies Act, 2013, details of the loans, guarantees and investments made during the 2023-24 are given below:
The aforesaid loans and investments are in compliance with Section 186 of the Companies Act, 2013 and used for the business activities by the respective company.
Further details form part of the Notes to the financial statements provided in this Annual Report.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions/ contracts/ arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on arm's length.
Kindly refer the financial statements for the transactions with related parties entered during the year under review.
20. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
21. DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
22. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
During the year under review there were no instances of grant, vest, exercise, or lapse/ cancellation of employee stock option scheme under the Employee Stock Option Scheme of the Company. Also, as at the beginning of the year, there were no outstanding options granted. Hence, no disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations 2014 are required.
23. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES
There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
24. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Retirement by Rotation and Re-appointments
Pursuant to Section 152 (6) (c) of Companies Act, 2013, Mr. Dilip Suryakant Jha , Director of
the Company who retires by rotation and being eligible for re- appointment, offers himself for reappointment as a Director of the Company and the same is being placed before the 30th Annual General Meeting for approval of shareholders of the Company.
Further, Pursuant to Section 152(6)(c) of Companies Act, 2013, Ms. Svetlana Rao Raviwada, Executive Non-Independent Director of the Company who retires by rotation and being eligible for reappointment, offers herself for reappointment as a Director of the Company and the same is being placed before the 31st Annual General Meeting for approval of shareholders of the Company.
ii. Change In Key Managerial Personnel
During the financial year ended March 31 2024, there were no changes in Key Managerial Personnel except for Mr. Aditya Singh, who stepped down as Company Secretary with effect from December 12 2023 and Mr. Deepak Vyas was appointed as the Company Secretary from December 15 2023.
25. DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.
All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.
26. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meeting
The Board of Directors met 8 (Eight) times during the financial year ended March 31 2024 i.e., May 29 2023, June 29 2023, August 12 2023, August 20 2023, November 01 2023, December 15 2023, January 25 2024 and February 12 2024
The gap between the Board meetings was within the maximum period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended and notified from time to time.
Detailed statement of attendance of directors at the Board Meetings and other meeting of all Committees held during the financial year ended March 31 2024 are given in the Corporate Governance report which is forming part of this Annual Report.
27. PASSING OF RESOLUTION BY CIRCULATION:
During the financial year, there were no resolutions passed by the Board of Directors, through circulation.
28. NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, for matters relating to constitution, meetings, functions of the Committee; and the remuneration policy formulated by this Committee.
29. AUDIT COMMITTEE:
Pursuant to Section 177 (8) of Companies Act 2013, the Company has constituted an Audit Committee. The particulars of composition of the Audit Committee, meetings held during the year and other particulars have been detailed in the Corporate Governance Report forming part of this Annual Report.
30. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS:
The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence, there are no recommendations which were unaccepted by the Board of Directors of the Company during the year under review.
31. OTHER BOARD COMMITTEES
For details of other board committees, kindly refer the section on Corporate Governance.
32. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company.
33. FRAUD REPORTING
During the year under review, no instances of fraud were reported by the Auditors of the Company.
34. RISK MANAGEMENT POLICY
The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk- reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
35. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD
The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated.
During the year under review the said evaluation had been carried out.
36. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Directors of your Company state as follows:
(a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there were no material departures there-from;
(b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, March 31 2024 and of the Profit of the Company for that period;
(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the Directors had prepared the Annual Accounts on a going concern basis;
(e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
37. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information pursuant to section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 are as follows:
(A) Conservation of energy: Not Applicable.
(B) Technology absorption: Not Applicable.
(C) Foreign Exchange Earnings And Outgo (2023-24) :
INR.(In Lakhs)
38. DISCLOSURE ON REMUNERATION OF DIRECTORS AND EMPLOYEES:
Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in "ANNEXURE II' attached herewith and forms part of this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in a separate exhibit which is available on the website of the Company https://fischermv.com/, under the section 'Investor Corner', 'Notices/ Others' and is also available for inspection by the Members up to the date of the ensuing Annual General Meeting.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A comprehensive discussion and analysis of the outlook of Industry and the financial and operational performance of the Company is contained in the Management Discussion and Analysis Report, annexed hereto as ANNEXURE - III'.
40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31 2024 has been separately furnished in the Annual Report and forms a part of the Annual Report, annexed hereto as 'ANNEXURE - IV'.
41. CORPORATE GOVERNANCE REPORT:
The Company is committed to maintaining high standards of corporate governance. Pursuant to Regulation 34 (3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance along with the Compliance Certificate confirming the compliance of conditions of Corporate Governance given by the Statutory Auditor of the Company is annexed hereto as ANNEXURE - V'.
42. PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES
Neither of the Managing Director, nor the Whole Time Director of the Company are in receipt of remuneration/ commission from any subsidiary and holding company of the Company.
43. STATUTORY AUDITOR:
M/s. Bilimoria Mehta & Co. Chartered Accountants, Chennai (FRN: 101490W) is the Statutory Auditor of the Company for the Financial Year under review and holds office up to the conclusion of 32nd Annual General Meeting of the Company.
The Statutory Auditor was originally appointed at the 27th Annual General Meeting of the Company held on December 22 2020 for a period of five years from the conclusion of 27th Annual General Meeting upto the conclusion of 32nd Annual General Meeting subject to ratification by Members at every Annual General Meeting.
The Report of the Statutory Auditor on the Financial Statements of the Company is annexed to this Annual Report. There are no qualifications or reservations or observations or adverse remarks or disclaimers in the said Statutory Auditor's Report.
44. COST AUDIT:
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period.
45. INTERNAL AUDIT:
Pursuant to Section 138 (1) of the Companies Act, 2013, the Company had appointed M/s S. Ramanand Aiyer & Co., Chartered Accountants (FRN: 000990N) as Internal Auditor of the Company to conduct internal audit for the Financial Year 2023 - 2024. The Internal Auditor has submitted his reports to the Audit Committee and Board of Directors of the Company, periodically.
46. SECRETARIAL AUDIT:
The Board of Directors of the Company in its Meeting held on 29/05/2023, appointed Ms. Nuren Lodaya & Associates, Practising Company Secretary as Secretarial Auditor for the Financial Year 2023 - 2024.
In pursuance of Section 204 of the Companies Act, 2013, the Secretarial Audit Report of the Company, is annexed hereto as 'ANNEXURE -VI'.
The Secretarial Audit Report for the Financial Year 202324 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation / comments by the Board. The Secretarial Audit Report is forming part of this Annual Report.
47. SECRETARIAL STANDARDS:
Pursuant to Section 118 (10) of the Companies Act, 2013, the Company observes Secretarial Standards with respect to General and Board Meetings, prescribed
by the Institute of Company Secretaries of India.
48. ACCOUNTING STANDARDS:
The Company adheres to the Accounting Standards as applicable to it and there are no deviations, in this respect.
49. RESEARCH AND DEVELOPMENT:
The Company has set up R&D facility at Vishakhapatnam. During the year under review, the focus of the department was on increasing range and new product development in the MRI machine. Procurement cost optimisation efforts continued in the year under review and will be accelerated in the coming year.
50. ISO CERTIFICATION:
The Company having changed its nature of business during the year under review and looking for opportunities to become a leading player in MRI market in the coming years.
As part of accreditations and recognition in MRI space, your Company's affiliate Time Medical International Ventures (India) Private Limited has been accredited with ISO 13485: 2016 with Certificate No.IN56693H in respect of Design, Development, Manufacturing, Supply, Installation & Servicing of MRI Scanning Machines.
51. OTHER DISCLOSURES
Other disclosure as per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules,2014 are furnished as under:
Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31 2024 is available on the website of the Company at ttps://www.fischermv.com, under the section 'Investor Corner', 'Notices/ Others'.
Insolvency and Bankruptcy Code, 2016
There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.
Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof
During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.
52. CORPORATE SOCIAL RESPONSIBILITY (CSR):
For the financial year under review, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. As a result, the Company is not required to establish a Corporate Social Responsibility (CSR) Committee or formulate a CSR Policy for this period. Nevertheless, in line with best practices in corporate governance, the Company remains committed to social responsibility and value creation in the broader interest of society. Our Company and its dedicated employees continue to support various meaningful causes, striving to enhance the quality of life within the community. We maintain a strong sense of social responsibility and actively participate in community welfare activities.
53. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to Section 124 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer of such amount to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.
During this year, no shares / Dividends amounts were liable to be transferred to the IEPF authority.
54. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS
Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.
55. INTERNAL COMPLAINT COMMITTEE
The Company has a policy on prevention of sexual harassment at workplace in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee ("ICC") to redress complaints received regarding sexual harassment has been constituted in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy extends to all employees (permanent, contractual, temporary and trainees). Employees at all levels are being sensitised about the Policy and the remedies available thereunder.
No complaints were received by the ICC during the year under review and no complaint was pending as at the end of the year.
56. COMPLIANCE WITH CODE OF CONDUCT
The Company has framed a Code of Conduct for the Board of Directors and Senior Management personnel of the Company. All the Board of Directors and Senior Management personnel have affirmed compliance with the Code of conduct as on March 31 2024. The Code of Conduct is available on the Company's website.
As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration from Mr. Ravindran Govindan, Chairman and Managing Director, to this effect is annexed to the Report on corporate governance which forms part of this Annual Report.
57. DIVIDEND DISTRIBUTION POLICY:
The objective of the Dividend Distribution Policy is to ensure right balance between the quantum of dividend paid and amount of profits to be retained in the business for various purposes. Towards this <: objective, the following key parameters are considered for declaration of dividend:
(i) Internal Factors (Financial Parameters): 3
> Net Operating Profit after Tax; S.
> Working Capital Requirements;
> Capital Expenditure Requirements;
> Cash required to meet contingencies;
> Outstanding Borrowings; and
> Past Dividend Trends.
(ii) External factors:
> Statutory requirements under applicable law for the time being in force; and
> Dividend Payout Ratios of companies in the same Industry.
58. ACKNOWLEDGEMENT :
Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/ associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.
Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.