<dhhead>Board's Report</dhhead>
Dear Members,
Your Directors are pleased to present the 13th Annual Report
on the Business and Operations of Krsnaa Diagnostics Limited ("the Company/your
Company") along with the Audited Financial Statements for the Financial Year ended
March 31,2023.
FINANCIAL RESULTS
The key highlights of the Standalone and Consolidated Audited Financial
Statements of your Company for the year ended March 31,2023 are summarized below:
(' in million)
Particulars |
Consolidated
Standalone |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Revenue from Operations |
4,871.23 |
4,554.50 |
4,640.83 |
4,548.90 |
Other Income |
193.79 |
149.09 |
194.10 |
149.28 |
Total Income |
5,065.02 |
4,703.59 |
4,834.93 |
4,698.18 |
Operating & Other Expenses |
3,648.22 |
3,239.74 |
3,398.37 |
3,203.42 |
Finance Cost |
76.97 |
184.90 |
76.83 |
184.89 |
Depreciation and Amortization
expense |
537.82 |
413.87 |
537.82 |
413.87 |
Total Expenses |
4,263.01 |
3,838.51 |
4,013.02 |
3,802.18 |
Profit before Tax (PBT) |
802.01 |
865.08 |
821.91 |
896.00 |
Tax Expenses |
180.90 |
181.20 |
186.82 |
188.97 |
Profit after Tax (PAT) |
621.11 |
683.88 |
635.09 |
707.03 |
FINANCIAL AND OPERATIONAL PERFORMANCE
During the year under review, the revenue from operations of the
Company stood at '4,871.23 million with an increase of 7% as against the previous year,
which was one of the highest in the industry. The performance was led by the growth in the
core business of radiology and pathology which grew by 15% and this growth was offset by
decline of 98% y-o-y in Covid-19 revenues.
Your Company was the only listed entity with a well diversified
business mix, where Radiology and Pathology contributed 66% and 34% to the total revenue
respectively.
EBITDA for the year stood at ' 1,239.99 Million, representing a 7%
decline against the previous year. The EBITDA margin for the year under review stood at
25%. The company achieved a Profit after Tax of ' 621.11 Millions.
During the year under review, the total number of test conducted
exceeded 24 million, a growth of 39% on a year-on-year basis. A strong volume growth was
visible in all modalities keeping aside the COVID-19 tests.
Over the past five years, your Company has achieved a rapid growth,
establishing itself as one of the fastest-growing diagnostic service providers in India,
outperforming its peers. The company has expanded its geographical presence from 660+
centers in FY18 to over 2,800 centers in FY23. During this period, the Revenue from
Operations exhibited a CAGR of 35%, while Net Profits demonstrated a CAGR of 66%. The
revenue from Radiology and Pathology experienced robust CAGRs of 36% and 33% respectively
during the same period.
DIVIDEND
Your Directors are pleased to recommend a Final Dividend of ' 2.75 (Two
Rupees and Seventy Five Paisa only) per
equity share of the face value of ' 5/- (Rupees Five only) each
for the financial year ended March 31,2023.
The dividend is subject to approval of members at the ensuing AGM. The
dividend recommended is in accordance with the Company's Dividend Distribution Policy. The
policy includes the parameters as set out in Regulation 43A (2) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
("SEBI Listing Regulations"). The policy is available on the Company's website
at https://krsnaadiagnostics.com/investors/
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.
The total dividend that will be paid out will aggregate to '
86.34 Millions for the financial year ended March 31, 2023, as compared to ' 78.49
Millions paid for the financial year ended March 31, 2022.
The dividend pay-out ratio including the proposed final dividend of the
Company would be 13.60%
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to General
Reserves for the financial year 2022-23.
SHARE CAPITAL
During the year under review, there was no change in the issued,
subscribed and paid-up share capital of the Company.
During the financial year 2022-23, following Preference shares were
cancelled from the Authorised Share Capital of the Company as they were un-issued:
(i) 40,61,914 (Forty Lakh Sixty-One Thousand Nine Hundred and Fourteen)
Compulsory Convertible Cumulative Participating Preference Shares -Series A (CCPS-Series
A) of face value of ' 123/- (Rupees One Hundred Twenty-Three Only) each, and
(ii) 30,38,886 (Thirty Lakh Thirty-Eight Thousand Eight Hundred
Eighty-Six) 0.0001% (zero point zero zero zero one percent) Compulsory Convertible
Cumulative Participating Preference Shares -Series
C (CCPS - Series C) of face value of '250/- (Rupees Two Hundred Fifty
Only) each.
After the cancellation of above mentioned unissued Preference Shares,
the reclassified Authorised Share Capital of the Company are as under:
The Authorized Share Capital of the Company is ' 147,15,76,922/-
(Rupees One Hundred Forty-Seven Crore Fifteen Lakh Seventy-Six Thousand Nine Hundred
Twenty-Two only) divided into -
- 29,43,15,384 (Twenty-Nine Crore Forty-three Lakh Fifteen Thousand
Three Hundred Eighty-Four) Equity Shares of face value of ' 5/- (Rupees Five Only)
and;
- Unclassified Share Capital ' 2/- (Rupees Two Only). CREDIT
RATINGS
During the year under review, ICRA, a credit rating agency has given a
rating "[ICRA] A1" as short-term rating and "[ICRA] A" with the
"Stable" outlook as the Long-term rating.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31,2023, the Company had 7 (Seven) Wholly Owned
Subsidiaries as mentioned below. There has been no material change in the nature of the
business of the subsidiaries during the period under review:
Name of Subsidiaries |
Shareholding / Ownership |
1 KDPL Diagnostics (Ludhiana)
Private Limited |
|
2 KDPL Diagnostics (Amritsar)
Private Limited |
|
3 KDPL Diagnostics (Bathinda)
Private Limited |
100% |
4 KDPL Diagnostics (Jalandhar)
Private Limited |
Wholly Owned |
5 KDPL Diagnostics (Patiala)
Private Limited |
Subsidiaries |
6 KDPL Diagnostics (SAS Nagar)
Private Limited |
|
7 Krsnaa Diagnostics (Mohali)
Private Limited |
|
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, (hereinafter referred to as "the Act") your Company has prepared the
consolidated financial statements of the Company and all its subsidiary companies, which
forms a part of this Annual Report. Further, a statement containing the salient features
of the financial statements of the subsidiaries in Form AOC- 1 is annexed to this Report
as "Annexure 1".
Further pursuant to the provision of Section 136(1) of the Act, the
audited financial statements along with the consolidated financial statements, are
available on Company's Website at, https://krsnaadiagnostics.com/ investors/
Your Company has formulated a Policy for determining Material
Subsidiaries. Further, as per the Policy, your Company does not have any Material
Subsidiary as on March 31,2023.
The Policy is available on the website of your Company which can be
accessed at https://krsnaadiagnostics.com/ investors/
DIRECTORS
The composition of the Board of Directors of your Company is in
accordance with the provisions of Section 149 of the Companies Act 2013 and Regulation 17
of the SEBI Listing Regulations, with an appropriate combination of Executive Director,
Non-Executive Directors and Independent Directors. The complete list of Directors of the
Company has been provided as part of the Corporate Governance Report.
The appointment and remuneration of Directors are governed by the
Policy devised by the Nomination and Remuneration Committee of your Company. The detailed
Nomination and Remuneration Policy is contained in the Corporate
Governance Section of the Annual Report.
Further, in terms of the regulatory requirements, the name of every
Independent Director is to be registered in the online database of Independent Directors
maintained by Indian Institute of Corporate Affairs, Manesar ("MCA").
Accordingly, the Independent Directors of the Company have registered themselves with the
IICA for the said purpose.
1. Retirement by rotation and subsequent reappointment
In terms of the provisions of the Companies Act, 2013 and the Articles
of Association of the Company, Ms. Pallavi Bhatevara (DIN: 03600332) Managing Director on
the Board of the Company, who is liable to retire by rotation at the ensuing AGM and being
eligible, offers herself for re-appointment. She has submitted a declaration of her
eligibility for appointment. The Board recommends her re-appointment. A resolution seeking
shareholders' approval for her re-appointment along with other required details forms part
of the Notice of the AGM.
2. Changes during the period under review
Further during the year under review, following changes has taken place
in the Board of Directors of the Company.
Name of Director |
Designation |
Appointment/Cessation |
Date |
|
|
|
|
1 Mr. Prakash Iyer |
Independent Director |
Cessation |
May 28, 2022 |
2 Mr. Adesh Kumar Gupta |
Independent Director |
Appointment |
May 28, 2022 |
3. Declaration from the Independent Directors
In accordance with Section 149 of the Act, the Company has received
declarations from all Independent Directors confirming that they meet the criteria of
Independence as prescribed under the provisions of the Companies Act, 2013 read with the
schedules and Rules issued thereunder as well as Regulation 25 of the SEBI Listing
Regulations .
There has been no change in the circumstances affecting their status as
Independent Directors of the Company.
KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Section 2(51) and 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following persons have been designated as Key Managerial
Personnel of the Company as on March 31,2023.
Sr
Name of Director No. |
Designation |
|
|
1 Mr. Rajendra Mutha |
Chairman and Whole time
Director |
2 Ms. Pallavi Bhatevara |
Managing Director |
3 Mr. Yash Mutha |
Whole time Director |
4 Mr. Pawan Daga |
Chief Financial Officer |
5 Mr. Sujoy Sudipta Bose * |
Company Secretary |
6 Mr. Nikhil Deshpande** |
Company Secretary |
* Mr. Sujoy Sudipta Bose has been appointed as the Company Secretary of
the Company w.e.f. August 12, 2023 by the Board at its meeting held on August 12, 2023
** Mr. Nikhil Deshpande has resigned from the Company w.e.f. April 24,
2023.
BOARD MEETINGS
Your Board of Directors met 5 (Five) times during the year under
review. The details of the meetings and the attendance of the Directors are mentioned in
the Corporate Governance Report.
COMMITTEES OF BOARD
The Board of Directors of your Company have formed various Committees,
as per the provisions of the Companies Act, 2013 and as SEBI Listing Regulations and as a
part of the best corporate governance practices, the terms of reference and the
constitution of these Committees is in compliance with the applicable laws and to ensure
focused attention on business and for better governance and accountability. The
constituted Committees are as below:
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholders Relationship Committee;
d) Corporate Social Responsibility Committee and;
e) Risk Management Committee;
f) Operation Committee
The details with respect to the composition, terms of reference, number
of meetings held and business transacted by the aforesaid Committees are given in the
"Corporate Governance Report" of the Company which is presented in a separate
section and forms a part of the Annual Report of the Company.
During the year under review, a separate meeting of the Independent
Directors was held on March 25, 2023, with
no participation of Non- Independent Directors or the Management of the
Company. The Independent Directors had discussed and reviewed the performance of the
NonIndependent Directors and the Board as a whole and also assessed the quality, quantity
and timeliness of the flow of information between the Management and the Board, which is
necessary for the Board to effectively and reasonably perform its duties
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
In compliance with the provision of Section 178 of the Companies Act,
2013, the Board has, on the recommendation of the Nomination & Remuneration Committee
of the Company, framed a policy for selection and appointment of Directors, Key Managerial
Personnel, Senior Management and their remuneration. The Nomination and Remuneration
Policy is available on the website of the Company at https://
krsnaadiagnostics.com/investors/
AUDIT COMMITTEE RECOMMENDATIONS
During the year, all the recommendations of the Audit Committee were
accepted by the Board. The composition of the Audit Committee is as mentioned in the
Report on Corporate Governance, which forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company's CSR Policy statement and annual report on the CSR
activities undertaken during the financial year ended March 31 2023, in accordance with
Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility
Policy) Rules, 2014 are annexed to this report as Annexure 4.
As per the provisions of Section 135 of the Companies Act, 2013, every
Company falling under the applicability of Corporate Social Responsibility is required to
spend 2% of its average net profits of previous three years on the activities given under
Schedule VII of the Companies Act, 2013, and CSR policy adopted by the Board of Directors.
The Company had a total CSR obligation of Rs. 1,02,50,854 during the financial year
2022-23.
During the year under review your Company has been actively involved in
CSR activities. Your Company has carried out CSR activities in field of Healthcare. Your
Company has spent the requisite amount in line with the recommendations by the CSR
Committee and approval of the Board of Directors of your Company.
The Composition of CSR Committee and meetings of the CSR Committee held
during the year has been disclosed in the Corporate Governance Report. The CSR Policy is
available on the Company's website at https:// krsnaadiagnostics.com/investors/
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has a vigil mechanism/whistle blower policy and has
established the necessary vigil mechanism for directors and all employees in conformation
with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, to
report concerns about unethical behavior. The Policy is available on the Company's Website
at https://krsnaadiagnostics.com/investors/
AUDITORS
1. Statutory Auditors
Pursuant to the provisions of Section 139(1) of the Act, read with the
Companies (Audit and Auditors) Rules, 2014, M/s. MSKA & Associates, Chartered
Accountants, were appointed as the Statutory Auditors of the Company in eleventh AGM held
on July 13, 2021 for a period of five years from the conclusion of that AGM till the
conclusion of the sixteenth AGM to be held in the year 2026.
The Auditors have issued an unmodified opinion on Audited Financial
Statements of the Company for the year ended March 31, 2023. The Report given by the
Auditors on the financial statements of the Company is part of the Annual Report. There
has been no qualification, reservation, adverse remark or disclaimer given by the Auditors
in their Report.
2. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made thereunder, M/s. Dinesh Birla & Associates, Practicing Company
Secretaries, Pune, was appointed to conduct a secretarial audit of the Company's
Secretarial and related records for the year ended March 31, 2023. The Secretarial Audit
Report is annexed as Annexure 5 to this Report. The same does not contain any
qualification, reservation, adverse remark or disclaimer.
3. Internal Auditor
The Company has robust internal audit system for assessment of audit
findings and its mitigation. The Internal Audit function includes center audit, inventory
audit, process audit, audit of supportive functions, etc.
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and the Companies (Accounts) Rules, 2014, and on the recommendation of the Audit
Committee, M/s. Mahajan & Aibara, Chartered Accountant LLP, were appointed by the
Board of Directors in their meeting held on August 12, 2023 to conduct internal audit
reviews of the Company for the Financial Year 2023-24. The Internal Auditor functionally
reports to the Audit Committee to ensure independence of the Internal Audit function.
The Audit Committee reviews internal audit reports in quarterly
meetings and ensure independence of auditors. The Company's internal controls are
commensurate with the size and operations of the business. Continuous internal monitoring
mechanism ensures compliance with internal controls and efficiency and effectiveness of
operations as well as the key process risks.
4. Maintenance of Cost Records and Cost Auditors
In terms of the Section 148 of the Companies Act, 2013 read with
Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost
accounting records and get them audited every year. Accordingly, such accounts and records
were made and maintained for the financial year 2022-23.
M/s. Harshad S. Deshpande & Associates, Cost and Management
Accountants, were appointed as the Cost Auditors of the Company to examine
the Cost Records and submit the Cost Audit Report. The Company has
maintained the required cost accounting records as per the Companies (Cost Records and
Audit) Rules, 2014 and is in compliance therewith.
The Board of Directors on the basis of recommendations from Audit
Committee has appointed M/s Harshad S. Deshpande & Associates, Cost and Management
Accountants, as Cost Auditors of the Company for the Financial Year 2023-24 at a fee of '
1,00,000/- plus applicable taxes and out of pocket expenses subject to the ratification of
their remuneration by the shareholders of the Company at the ensuing AGM.
INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS
During the year under review, no incidence of any fraud has occurred
against the Company by its officers or employees. Neither the Audit Committee nor the
Board of the Company has received any report involving any fraud from the Statutory
Auditors, Internal Auditors, Secretarial Auditors and Cost Auditors of the Company. Your
Board has nothing to report, as required under Section 134 (3) (ca) of the Companies Act,
2013.
INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company is committed in maintaining the highest standards of
internal controls. We have deployed controls through appropriate policies, procedures and
implemented a robust Internal Financial Control system that encompasses the following:
? Key processes affecting the reliability of the Company's
financial reporting together with the required controls
? Periodic testing of controls to check their operational
effectiveness
? Prompt implementation of remedial action plans arising out of
tests conducted
? Regular follow-up of these action plans by senior management
In addition, the Internal Auditors performs periodic audits in
accordance with the pre-approved plan. They reports on the adequacy and effectiveness of
the internal control systems and provides recommendations for improvements. Audit findings
along with management response are shared with the Audit Committee. Status of action plans
are also presented to the Audit Committee which reviews the steps taken by the management
to ensure that there are adequate controls in design and operation.
The Certificate provided by Managing Director and Chief Financial
Officer in the Corporate Governance Report discusses the adequacy of the internal control
systems and procedures.
The Statutory Auditors of the Company have expressed their opinion on
adequacy of internal financial controls with reference to financial statements for the
year under review and operating effectiveness of such controls.
CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
In compliance with Regulation 34 of the Listing Regulations, a separate
report on the Corporate Governance and the Business Responsibility and Sustainability
Report, forms part of this Annual report.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report giving detailed information
on operations, performance and future outlook of the Company and its business forms a part
of this Report.
PARTICULARS OF EMPLOYEES
Disclosures concerning the remuneration of Directors, KMPs and
employees as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as well as
Details of employee remuneration as required under provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure 2" to
this Report. Your Directors affirm that the remuneration is as per the remuneration policy
of the Company
A statement containing the names of every employee employed throughout
the financial year and in receipt of remuneration of ' 1,02,00,000 or more, or
employed for part of the year and in receipt of ' 8,50,000 lakhs or more a month,
and other employees as required under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as "Annexure
2".
EMPLOYEES STOCK OPTION PLAN / SCHEME
During the year under review, there has been no material change in the
ESOP 2020 Scheme of the Company and
this Scheme continue to be in compliance with relevant/ applicable ESOP
Regulations / Guidelines.
In compliance with Regulation 14 of the Securities and Exchange Board
of India (Share Based Employee Benefits) Regulations, 2014, information relating to ESOSs
of the Company is annexed to this Report as "Annexure 3".
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has a policy on prevention of sexual harassment at
workplace and has put in place a Redressal mechanism for resolving complaints received
with respect to sexual harassment and discriminatory employment practices for all genders.
The Company has constituted Internal Complaints Committee which is responsible for
redressal of complaints related to sexual harassment. During the year under review, no
case was filed with the POSH committee. Thus, there were no complaints pending as on March
31,2023.
DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY
During the financial year under review, there is no application made
and/or no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
PUBLIC DEPOSITS
During the year under review your Company has not accepted any deposits
from the public in terms of Section 73 and Section 76 of the Companies Act, 2013 read with
The Companies (Acceptance of Deposits) Rules 2014.
INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO STIPULATED UNDER SECTION 134(3)(M) OF THE ACT, READ
WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, is set out as under:
1. Conservation of Energy
(i) The Steps taken or impact
on conservation of |
The company is fully devoted
to implementing energy |
energy |
conservation strategies,
which encompass the regular |
|
monitoring of energy usage
and effective control over |
|
energy utilization. |
|
In designing its centers, the
company has prioritized |
|
minimizing energy wastage. |
|
Efforts have been taken to
promote energy conservation |
|
within the workplace through
education and training |
|
initiatives for employees at
its centers. |
|
Furthermore, the installation
of LED lights has been |
|
carried out extensively
across Diagnostics Centers, |
|
laboratories, and collection
centers. Additionally, a |
|
majority of the centers have
been equipped with inverter |
|
air conditioners to enhance
energy efficiency. |
(ii) The Steps taken by the
Company for utilizing |
The Company has already
installed Solar Systems at |
alternate sources of energy |
its head office in the past for
making alternative use of |
|
energy. |
(iii) The Capital Investment
on energy conservation |
Nil |
equipment(s) |
|
2. Technology absorption
(i) The efforts made towards
technology absorption |
As a player in the field of
Diagnostic Services, the |
(ii) The benefits derived like
product improvement, |
Company has adopted the
latest technological |
cost reduction, product
development or |
advancements encompassing both
software and |
import substitutions |
hardware. It has also
incorporated state-of-the-art equipment and automated processes that align with |
|
the current technological
landscape. These selections |
|
are in harmony with the
Company's scope, size, and |
|
the intricacy of its operations.
The assimilation of |
|
technology has significantly
contributed to enhancing |
|
the quality and precision of
the services offered to |
|
end users. |
(iii) In case of imported
technology (imported during |
|
the last three years reckoned
from the beginning |
|
of the financial year) |
|
(a) The details of technology
imported |
N.A |
(b) The year of import |
(c) Whether the technology been
fully absorbed |
|
(d) If not fully absorbed,
areas where absorptions has been taken place, and the reasons thereof |
|
(iv) The expenditure incurred
on Research and |
There is no expenditure made
on Research and |
Development |
Development during the
Financial Year. |
3. Foreign Exchange Earnings and Outgo
Total foreign exchange earnings during the year was NIL and foreign
exchange outgo was ' 0.23 million
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE ACT
In terms of the provisions of section 186 of the Companies Act, 2013
read with Companies (Meeting of Board and its Powers) Rules, 2014 and Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of
Investments are set out in Note No. 8 and details of Loans are set out in Note Nos. 16 of
the Standalone Financial Statements of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SECTION 188(1) OF THE ACT
There was no material transaction with related parties during the year
under review as defined under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Accordingly, the disclosure of transactions entered into with related
parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule
8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
No material changes and commitments, other than disclosed as part of
this report, affecting the financial position of the Company have occurred between March
31,2023 and the date of the report.
CHANGE IN NATURE OF BUSINESS
During the period under review, there is no change in the nature of
business of the Company.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
A formal evaluation of the performance of the Board, its Committees and
the Individual Directors was done in for financial year 2022-23 pursuant to the provisions
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.The evaluation was carried out by the Board of (i) its own performance;
(ii) Individual Directors Performance; (iii) Chairperson of the Board; and (iv)
Performance of all Committees of Board.
A separate exercise was carried out to evaluate the performance of
individual Directors, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding
the interest of the Company and its minority shareholders etc. The
performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Non-Independent Directors and Chairman of the Board was
carried out by the Independent Directors.
The Directors expressed their satisfaction with the evaluation process.
Further, the evaluation process confirms that the Board and its
Committees continue to operate effectively and the performance of the Directors and the
Chairperson is satisfactory.
SIGNIFICANT AND MATERIAL ORDERS
No significant material orders were passed by the Regulators/ Court
/Tribunal which would impact the going concern status of the Company and its future
operations.
DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS OF INITIAL PUBLIC
ISSUE (IPO), IF ANY
There were no instances of deviation(s) or variation(s) in the
utilization of proceeds of IPO as mentioned in the objects of Offer in the Prospectus
dated August 10, 2021, in respect of the IPO of the Company.
COMPLIANCE OF SECRETARIAL STANDARDS
During the period under review, the Company has duly complied with
Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings
of the Board of Directors (SS-1) and Shareholders (SS-2).
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner. Your Company
periodically assesses risk elements in the internal and external environment, along with
the cost of treating such risk elements and incorporates risk treatment plans in its
strategy, business and operational plans. As on the date of this report, the Company does
not foresee any critical risk, which threatens its existence.
Your Company, strives to contain impact and likelihood of the risks
within the risk appetite as agreed from time to time with the Board of Directors. The
Company has a Risk Management Committee to identify elements of risk in different areas of
operations, the details of the Risk Management Committee are included in the Corporate
Governance Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31,2023 is available on the Company's Website at
https://krsnaadiagnostics. com/investors/
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability confirm that:
a. in the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards and Schedule III of the Companies Act, 2013,
have been followed along with proper explanation relating to material departures, if any;
b. they 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, 2023 and
of the profit of the Company for the year ended March 31,2023;
c. they 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 annual financial statements have been prepared on a going
concern basis;
e. they 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. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
CEO & CFO CERTIFICATION
Certificate by Ms. Pallavi Bhatevara, Managing Director and Mr. Pawan
Daga, Chief Financial Officer, pursuant to the provisions of regulation 17(8) of the SEBI
(LODR) Regulations, 2015, for the year under review was placed before the Board of
Directors of the Company at its meeting held on May 27, 2023.
A copy of the certificate forms a part of the Report on Corporate
Governance.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the Company had not transferred any
amount or Shares to the Investor Education and Protection Fund.
DIRECTORS & OFFICERS INSURANCE POLICY
The Company has in place an insurance policy for its Directors &
Officers with a quantum and coverage as approved by the Board.
PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct for Prevention of Insider
Trading, in accordance with the requirements of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations 2015, as amended from time to time.
The Company Secretary is the Compliance Officer for monitoring
adherence to the said Regulations. The Code is displayed on the Company's website at
https:// krsnaadiagnostics.com/investors/
CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion &
Analysis Report describing the Company's objectives, expectations or forecasts may be
forwardlooking within the meaning of applicable laws and regulations. Actual results may
differ from those expressed in the statements.
ACKNOWLEDGMENTS
Your Directors wish to convey their gratitude and place on record their
appreciation for all the employees at all levels for their hard work, solidarity,
cooperation and dedication during the year. Your Directors sincerely convey their
appreciation to customers, shareholders, vendors, bankers, business associates, regulatory
and government authorities for their continued support.
For and on behalf of the Board
of Directors |
|
Krsnaa Diagnostics Limited |
|
Rajendra Mutha |
Chairperson and Whole Time
Director |
Place: Pune
Date: August 12, 2023 |
(DIN:01066737) |