2. CORPORATE RESTRUCTURING: There were no major corporate
restructuring activities undertaken during the financial year 2024-25.
3. NATURE OF BUSINESS:
Fischer Medical Ventures Ltd. (FMVL) operates in the medical devices
sector with a focus on radiology equipment and preventive healthcare solutions. It is the
first Indian company to indigenously manufacture advanced MRI systems
ANNUAL REPORT 2024-25 at its facility in the Andhra Pradesh
MedTech Zone, Visakhapatnam. FMVL's core segments include high-end MRI manufacturing
and preventive health solutions delivered through innovative equipment and digital
platforms. Its offerings comprise health kiosks covering 60+ parameters, along with
specialized tools for eye, oral, mental, women's, and cardio-respiratory
health—enhancing early detection and enabling accessible, affordable healthcare.
4. INDUSTRY SCENARIO:
In 2024, the global MRI systems market continues its strong growth
trajectory, driven by the rising prevalence of chronic diseases, an aging population, and
ongoing technological advancements. Valued at over USD 7.5 billion, the segment is
expanding as MRI finds broader clinical applications worldwide. In India, demand is
accelerating on the back of government initiatives to modernize healthcare, investments in
infrastructure, and the need for patient-friendly diagnostic solutions.
Alongside imaging, the preventive healthcare sector is also
experiencing rapid adoption, fueled by growing awareness, corporate wellness programs, and
the integration of digital health platforms. Health kiosks, point-of-care diagnostics, and
affordable screening tools are increasingly enabling early detection and proactive
management of health risks.
With its dual focus on advanced MRI manufacturing and preventive
healthcare solutions, FMVL is well positioned to capitalize on these industry dynamics by
delivering accessible, affordable, and innovative healthcare technologies across India.
5. FINANACIAL PERFORMANCE: Standalone Financials
During the Financial Year under review your Company has recorded a
Total Revenue of Rs.521.97 Lakhs (Previous Year Rs. 1152.83 Lakhs). The Profit before
Finance Cost, tax and Depreciation is Rs. 121.97 Lakhs. Profit before Tax is Rs.96.08
Lakhs. After Tax, the Profit is Rs. 66.32 Lakhs.
Consolidated Financials
For the Financial year ended 31.03.2025, your Company has Consolidated
financials with its Wholly owned Subsidiary – Time Medical International Ventures
(India) Private Limited and FlynnCare Health Innovations Private Limited and other
Subsidiaries in India- Wondertech Medical Solutions Private Limited and Nanyang Biologics
(India) Private Limited and Foreign subsidiaries- FMV International
Ventures PTE Ltd, FMV HealthCare PTE Ltd and Fischer Hospitality Sdn. Bhd.
Your Company's consolidated total revenue for the Financial Year
under review stood at Rs. 11,069.87 Lakhs as against Rs. 2,098.13 lakhs in the previous
financial year.
6. SUBSIDIARY COMPANIES
The Company has two Wholly-Owned Indian Subsidiaries, namely Time
Medical International Ventures (India) Private Limited and Flynncare Health Innovations
Private Limited. Both of these entities are unlisted and qualify as Material Subsidiaries
in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
In addition to the above, the Company has incorporated two new Indian
entities during the year:
• Wondertech Medical Solutions Private Limited, incorporated on
13th November 2024, and
• Nanyang Biologics (India) Private Limited, incorporated on 14th
February 2025.
• The Company holds a 51% equity stake in each of these companies,
thereby establishing them as Subsidiaries.
Further, the Company has expanded its international presence with the
incorporation of the following wholly-owned subsidiaries in Singapore both incorporated on
26th August 2024.
• FMV International Ventures PTE Ltd, and
• FMV HealthCare PTE Ltd.
Additionally, the Company holds a 60% stake in Fischer Hospitality Sdn.
Bhd, Malaysia, making it a subsidiary of the Company. As on 31st March 2025, the Company
does not have any Associate Company within the meaning of applicable provisions under the
Companies Act, 2013 and SEBI Listing Regulations.
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 and Financial Performance of the Subsidiaries:
Time Medical International Ventures (India) Private Limited (TMIV)
Time Medical International Ventures (India) Pvt Ltd is an innovator in
the medical diagnostic imaging industry aiming to bring advanced, accessible, and
affordable imaging to all populations. With paradigm- shifting technologies, TMIV
developed advanced medical imaging systems and cost-effective service solutions to meet
emerging global healthcare needs.
TMIV manufacturing plant in Andhra Pradesh MedTech Zone (AMTZ)
Vishakhapatnam, focuses on developing advance MRI systems for India.
This company is first Indian Company to receive CDSCO license.
With the Indian government placing healthcare as the priority and India
being the fastest growing market for medical device industry in Asia-Pacific, Time Medical
is now poised to be the company of choice for the needs of the world's highest
population & the 3rd largest market in medical imaging.
TMIV Wholly owned subsidiary of the Company, recorded revenue of INR
8,120.45 Lakhs in 2024- 25 against INR 2,162.34 Lakhs, in the previous year. Profit/(Loss)
before tax was INR 116.60 Lakhs (Previous year: INR (106.11) Lakhs.)
Flynncare Health Innovations Private Limited(FlynnCare)
Flynncare Health Innovations Private Limited was incorporated on 29th
July 2024 as wholly owned subsidiary of Fischer Medical Ventures Limited. The Company
leverages digital health technologies to deliver equitable and end-to-end healthcare
solutions. Through its Digital Hospital platform, Community Care solutions, and integrated
screening and diagnostics. Its human-centered design, customized workflows, and
data-driven insights enhance connectivity between patients and providers, improving
healthcare access, experience, and outcomes across communities. FlynnCare recorded revenue
of INR 2742.46 Lakhs in 2024- 25, Profit/(Loss) before tax was INR 171.72 Lakhs
WonderTech Medical Solutions Private Limited
Wondertech Medical Solutions Pvt. Ltd., incorporated on 13th November
2024 develops AI and ML-based platforms for diagnosing mental health conditions. Its
solutions include predictive analytics, empowering healthcare professionals and
individuals with early detection, monitoring, and targeted interventions to improve mental
well-being and accessibility to mental health care.
The Company has not commenced commercial business in the FY 2024-25 and
hence there were no significant transactions in the year.
Nanyang Biologics (India) Private Limited
Nanyang Biologics (India) Pvt. Ltd., incorporated on 14th February 2025
is engaged in the manufacturing, marketing, and distribution of nutraceuticals, dietary
supplements, functional foods, and herbal products that support human health and wellness.
The company also focuses on research and innovation, developing advanced formulations and
ingredients aimed at disease prevention and holistic well-being.
The Company has not commenced commercial business in the FY 2024-25 and
hence there were no significant transactions in the year.
51
Fischer Hospitality Sdn. Bhd
Fischer Hospitality Sdn. Bhd. is a Malaysian private limited company
incorporated in September 2024 and based in Melaka. It operates as an investment holding
entity, focusing on managing and overseeing investments in the healthcare and medical
technology sectors. The company aims to support Fischer Medical Ventures Limited in
expanding its footprint in Southeast Asia by facilitating collaborations, strategic
partnerships, and growth opportunities in healthcare services and medtech innovation.
The Company has not commenced commercial business in the FY 2024-25 and
hence there were no significant transactions in the year.
FMV Healthcare Pte. Ltd.
FMV Healthcare Pte. Ltd. is a Singapore-based private limited company
incorporated on August 26, 2024. It operates within the medical technology sector,
focusing on medical research and clinical diagnostic instruments and supplies, including
reagents. Additionally, the company is involved in the wholesale of medical, professional,
scientific, and precision equipment. The incorporation of FMV Healthcare Pte. Ltd. aligns
with FMVL's strategic expansion into the Southeast Asian medical technology market.
The company's activities are in line with Singapore's growing emphasis on
biomedical sciences and healthcare innovation. By establishing a presence in Singapore,
FMV Healthcare Pte. Ltd. aims to leverage the country's robust infrastructure and
regulatory environment to advance its objectives in the medical technology sector.
FMV International Ventures Pte. Ltd.
FMV International Ventures Pte. Ltd. is a Singapore-based private
limited company incorporated on August 26, 2024. It is a wholly owned subsidiary of
Fischer Medical Ventures Limited, established to drive the Group's strategic
expansion in Southeast Asia. The company is engaged in wholesale trade and distribution,
with a focus on medical, scientific, and precision equipment.
Through this entity, Fischer Medical Ventures aims to strengthen its
regional presence, build international partnerships, and enhance access to advanced
healthcare technologies across key Southeast Asian markets.
The Company has not commenced commercial business in the FY 2024-25 and
hence there were no significant transactions in the year.
7. DIVIDEND:
Taking into consideration the financial position of the Company and its
long-term growth objectives, the Board declared a dividend of 0.5% of the face value per
equity share for the financial year 2024–25.
The Board which met on 28th July 2025 has approved the split of shares
from One share of face value Rs. 10 to Ten equity shares of face value Re. 1 each. The
record date for the same is fixed date on 12th September 2025. Accordingly, the dividend
will be paid at 0.5% on the revised face value of the equity shares.
No dividend was declared in the previous financial year. The current
year's dividend reflects the Company's cautious yet positive outlook, while also
acknowledging shareholder support.
8. NON-CONVERTIBLE DEBENTURES
There are no Non-Convertible Debentures outstanding as on 31st March
2025.
9. 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
31st March 2025.
10. 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 31st March, 2025
forms part of this Annual Report.
11. SHARE CAPITAL AND RESERVES:
The Paid up Equity Share Capital of the Company as on 31st March 2025
was Rs. 6,380.1547 Lakhs consisting of Rs. 638.01547 Lakhs Equity shares of Face value
Rs.10/- each fully paid up. During the financial year 2024-25, your Company has issued and
allotted 1,03,01,547 Shares of the Face Value Rs.10/ on preferential basis.
The total Reserves and Surplus stood at Rs. 24,166.26 Lakhs as on
31/03/2025 as against Rs. 2,530.79 Lakhs as on 31/03/2024.
12. FINANCE:
Cash and Cash Equivalents as at 31st March 2025 were INR 28.71 Lakhs.
In addition, Company has investments in Fixed Deposits for INR 1,890.13 Lakhs and
Investment in Subsidiaries is INR 29,053.31 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.
13. DISCLOSURE W.R.T. MATERIAL CHANGES AND COMMITMENTS:
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position, have occurred
between the end of the financial year of the Company and date of this report.
14. 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.
15. 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.
16. 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.
17. 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 FY 2024-25 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. CHANGE IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
1. Retirement by Rotation and Re-appointments
Pursuant to Section 152(6)(c) of Companies
Act, 2013, Mr. Ravindran Govindan, Managing
Director of the Company who retires by rotation and being eligible for
reappointment, offers himself for re-appointment as a Director of the Company and the same
is being placed before the 32nd Annual General Meeting for approval of shareholders of the
Company.
2. Change In Key Managerial Personnel
During the financial year 2024-2025, Mr. Deepak Vyas, stepped down as
Company Secretary with effect from 13th August 2024 and Mr. AravindKumar V was appointed
as the Company Secretary from 14th August 2024.
Also, Mr. Dilip Suryakhant Jha stepped down as Chief Financial Officer
on 12th November 2024 and Mr. Vivek Balasubramanian was appointed as Chief Financial
Officer on 13th November 2024.
3. Change In Independent Directors
During the financial year 2024-2025, Mr. Dilip Suryakhant Jha stepped
down on 4th May 2024 and Mr. Khairy Jamaluddin Abu Bakar was appointed as the Independent
Director on 4th May 2024.
Mr. Roberto M. Pagdanganan and Dr. Jacob Thomas were appointed on 5th
July 2024.
Further, Independent Directors, Mr. Krishna Kumar Om Prakash Dubey
stepped down on 13th August 2024 and Ms. Jeena Dineshchandra Suthar stepped down on 25th
March 2025. There was no material reason in the resignation of the Independent Directors
Ms. Jaya Ankur Singhania was appointed as Independent Director on 26th March 2025.
24. 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.
25. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meeting
The Board of Directors met 8 (Eight) times during the financial year
ended 31st March, 2025 i.e., 4th May 2024, 30th May 2024, 14th August 2024, 13th November
2024, 3rd January 2025, 14th February 2025, 18th February 2025 & 26th March 2025.
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 31st March, 2025 are
given in the Corporate Governance report which is forming part of this Annual Report.
26. PASSING OF RESOLUTION BY CIRCULATION:
During the financial year, the following resolutions passed by the
Board of Directors, through circulation:
• Noting the order of Regional Director on the change in the
Registered Office of the Company from State of Maharashtra to the State of Andhra Pradesh
dated 4th December 2024
• Approval for shifting of Corporate office dated 4th December
2024
• Reconstitution of Audit Committee dated 11th February 2024
27. NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is in existence in accordance
with the provisions of sub-section (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.
55
28. 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.
29. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT
ACCEPTED BY THE BOARDALONG 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.
30. OTHER BOARD COMMITTEES
For details of other board committees, kindly refer the section on
Corporate Governance.
31. 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.
32. FRAUD REPORTING
During the year under review, no instances of fraud were reported by
the Auditors of the Company.
33. 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 organization faces, disciplined risk
monitoring and measurement and continuous risk assessment and mitigation measures.
34. 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.
35. 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, 31st March 2025 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.
36. 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.
Earnings: 160.96 Lakhs Outgo: Nil
37. 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.
38. 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'.
39. 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, 2025 has been separately furnished in the Annual Report and
forms a part of the Annual Report, annexed hereto as
‘ANNEXURE – IV'.
40. 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'.
41. 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.
42. STATUTORY AUDITOR:
M/s. Bilimoria Mehta & Co. Chartered Accountants, Mumbai (FRN:
101490W) is the Statutory Auditor of
57 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 22nd December 2020 for a period of five years from
the conclusion of 27th Annual General Meeting upto the conclusion of 32nd Annual General
Meeting and hereby are reappointed for the period of Five years from the conclusion of
32nd Annual General Meeting till the conclusion of 37th Annual General Meeting subject to
ratification by Members at 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.
43. 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 FY 2024-25. Accordingly, such
accounts and records are not made and maintained by the Company for the said period.
44. 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 2024 -
2025. The Internal Auditor has submitted his reports to the Audit Committee and Board of
Directors of the Company, periodically.
45. SECRETARIAL AUDIT:
The Board of Directors of the Company, appointed Ms. Nuren Lodaya &
Associates, Practising Company Secretaries as the Secretarial Auditor for the period under
review and for the period of
five years commencing FY 2025-26 subject to the approval of the Members
at Annual General Meeting.
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 2024 - 25 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.
46. 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.
47. ACCOUNTING STANDARDS:
The Company adheres to the Accounting Standards as applicable to it and
there are no deviations, in this respect.
48. RESEARCH AND DEVELOPMENT:
During the year under review, the focus of the R&D department was
on increasing range and new product development in the MRI machine and towards Preventive
HealthCare. Procurement cost optimization efforts continued in the year under review and
will be accelerated in the coming year.
49. CERTIFICATIONS:
As part of accreditations and recognition in MRI space, your
Company's wholly owned subsidiary Time Medical International Ventures (India) Private
Limited has been accredited with ISO 9001:2015 with Certificate No. 09112956A and IS0
13485: 2016 with Certificate No.IN56693H in respect of Design, Development, Manufacturing,
Supply, Installation & Servicing of MRI Scanning Machines.
During the year under review, Time Medical International Ventures
(India) Limited, India's first indigenous MRI manufacturer has become the first MRI
company in India to receive the CDSCO license for manufacturing and distribution of MRI
systems. This achievement supports the Make in India initiative for models like EMMA,
PICA, MICA, and QUIN.
50. 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, 2025 is available on the
website of the Company at https://www. fischermv.com, under the section ‘Investors
Annual Returns'.
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.
51. 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.
52. 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.
53. 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.
54. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
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 sensitized 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.
55. GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion
(DEI), the Company discloses below the gender composition of its workforce as on the March
31, 2025.
Male Employees: 3 Female Employees: Nil Transgender Employees: Nil
This disclosure reinforces the Company's efforts to promote an
inclusive workplace culture and equal opportunity for all individuals, regardless of
gender.
56. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, including all applicable amendments and rules framed thereunder. The Company is
committed to ensuring a safe, inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits as prescribed under the
Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave. The Company also ensures that no
discrimination is made in recruitment or service conditions on the grounds of maternity.
Necessary internal systems and HR policies are in place to uphold the spirit and letter of
the legislation.
57. 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 31st March,
2025. 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.
58. 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:
1. Internal Factors (Financial Parameters):
• Net Operating Profit after Tax;
• Working Capital Requirements;
• Capital Expenditure Requirements;
• Cash required to meet contingencies;
• Outstanding Borrowings; and
• Past Dividend Trends.
2. External factors:
• Statutory requirements under applicable law for the time being
in force; and
• Dividend Payout Ratios of companies in the same Industry.
59. 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.
// BY ORDER OF THE BOARD// RAVINDRAN GOVINDAN
Place : Chennai CHAIRMAN & MANAGING DIRECTOR Date : 14/08/2025 DIN:
03137661