Directors Report of ADS Diagnostic Ltd.

Mar 31, 2014

Dear MEMBERS,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS 2013-2014 2012-2013 (Rs.) (Rs.)

Operating Income 7,42,92,535 56,422,453

Profit before Interest & Depreciation 5,013,600 17,76,694

Less: a) Interest 19,93,377 1,131,969

b)Depreciation 19,61,123 2,045,679 Net Profit / (Loss) before Taxation 10,59,100 (1,400,954)

Provision for Income Tax 7,63,000 0

Provision for Deferred Tax (1,41,676) (270,91 5)

Net Profit / (Loss) after Taxation 4,37,776 (1,130,039)

Add: Balance of Profit Brought forward from previous years 13,34,112 (2,44,730)

Add: Excess/ (Short) Provision for income Tax for Previous years 0 (40,657)

Balance carried to Balance Sheet 8,96,336 1,334,1 12

OPERATIONS:

The operational income of the Company has increased from Rs.564.22 Lacs to Rs.742.92 Lacs registering a growth of 31.67 % in the current year. Income from scanning business has marginally increased from Rs. 0.92 Lacs to Rs. 1.10 Lacs during the year under review. The income from trading and servicing has increased from Rs. 497.33 Lacs to Rs. 591.98 Lacs for the current year. While Distribution Commission has increased from Rs. 60.75 Lacs to Rs. 140.27 Lacs for the current year. Overall income has increased by Rs. 1 78.70 Lacs, during the year under review.

INCOME FROM NON DIAGNOSTIC BUSINESS:

The Overall income is increasing year after year. The company has earned profit of Rs.4.38 Lacs after tax as Against the loss of Rs. 11.30 Lac in Previous Year. The Directors are hopeful to achieve further growth in the year 2014-15, as the company has undertaken new projects/Tenders.

DIVIDEND:

Due to the past losses the Board expresses their inability to recommend any dividend for the year 201 3- 2014.

LISTING:

Shares of your Company continue to be listed on Bombay Stock Exchange Limited, Mumbai and the listing fee has been paid for the year 2014-201 5 in the month of May, 2014.

DIRECTORS:

Mr. Cirish Sareen & Mr. Ravi Kohli, Directors of the Company retire by rotation and being eligible, offer themselves for reappointment.

The Board recommends to the shareholders the re-appointments of the above-mentioned Directors.

THE DIRECTORS RESPONSIBILITY

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation related to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made adjustments and estimates that are reasonable and prudent so as to give a fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201 3 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

AUDITORS'' REPORT AND RE-APPOINTMENT OF AUDITORS

The Auditors, M/s R. Nagpal Associates, Chartered Accountants, New Delhi hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. They have submitted a certificate in accordance with the applicable provisions of the companies Act 2013, confirming their eligibility and willingness for re-appointment.

The observation of Auditors and Notes on Accounts are self-explanatory.

PARTICULARS OF EMPLOYEES

The Provisions of Section 21 7 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Amendment Rules, 2011 do not apply, as none of the employees of the Company was paid a salary of Rs. 5,00,000/- (Rupees Five lacs only) or more per month, if employed for part of the year or Rs.60,00,000/- (Rupees Sixty lacs only) per annum, if employed throughout the year.

FIXED DEPOSITS

The Company has not accepted any deposits under Section 73 of Companies Act, 2013 during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and Outgo is given in the Annexure forming part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation and assistance extended by the Bankers, the Medical Professionals and the Staff.

For and on behalf of the Board of Directors

DR. GAUTAM SEHAL MR. RAVI KOHLI MANAGING DIRECTOR DIRECTOR

PLACE-: NEW DELHI DATE-: 30thMAY 2014.

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Mar 31, 2013

TO THE MEMBERS:

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS 2012-2013 2011-2012 (Rs.) (Rs.)

Operating Income 56,422,4 53 41,153,323

Profit before Interest & Depreciation 17,76,694 42,66,692

Less: a) Interest 1,131,969 829,714

b) Depreciation 2,045,679 2,949,370

Net Profit / (Loss) before Taxation (1,400,954) 464,355

Provision for Income Tax 0 600,000

Provision for Deferred Tax (270,915) (248,001)

Net Profit / (Loss) after Taxation (1,130,039) 112,356

Add: Balance of Profit Brought forward from previous years (2,44,730) (336,627)

Add: Excess/ (Short) Provision for Income Tax for Previous years (40,657) 20,459.00

Balance carried to Balance Sheet 1,334,112 (244,731)

OPERATIONS:

The operational income of the Company has increased from Rs. 411.53 Lacs, to Rs. 564.22 Lacs, registering a growth of 37.10% in the current year. Income from scanning business has decreased from Rs. 10.77 to Rs. 0.92 Lacs during the year under review. The income from trading and servicing has increased from Rs. 236.74 Lacs to Rs. 497.33 Lacs for the current year. While Distribution Commission has decreased from Rs. 158.88 Lacs to Rs. 60.75 Lacs for the current year. Overall income has increased by Rs. 152.69 Lacs, during the year under review.

INCOME FROM NON DIAGNOSTIC BUSINESS:

The Overall income is increasing year after year. However, company has incurred a loss of Rs. 14.00 Lacs before tax due to reason mentioned above. The Board of Directors are hopeful turned-around in the year 2013-14, as the company has undertaken a new projects/Tenders.

DIVIDEND:

Due to the loss the Board expresses their inability to recommend any dividend for the year 2013-2014.

LISTING:

Shares of your Company continue to be listed on Bombay Stock Exchange Limited, Mumbai and the listing fee has been paid for the year 2013-2014 in the month of May, 2013.

DIRECTORS:

Dr. Gautam Sehgal & Dr. Vivek Sehgal, Directors of the Company retire by rotation and being eligible, offer themselves for reappointment.

The Board recommends to the shareholders the re-appointments of the above-mentioned Directors.

THE DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT (AMENDMENT ACT), 2000

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation related to material departures;

ii) That the Directors have selected sound accounting policies and applied them consistently and made adjustments and estimates that were reasonable and prudent so as to give a fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ''going concern'' basis.

AUDITORS'' REPORT AND RE-APPOINTMENT OF AUDITORS

The Auditors, M/s R. Nagpal Associates, Chartered Accountants, New Delhi hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with Section 224 (IB) of the Companies Act, 1956.

The observation of Auditors and Notes on Accounts are self-explanatory.

EMPLOYEES PARTICULARS j

The Provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Amendment Rules, 2011 do not apply, as none of the employees of the Company was paid a salary of Rs. 5,00,000/- (Rupees Five Lacs Only) or more per month, if employed for part of the year or i Rs.60,00,000/- (Rupees Sixty Lacs Only) per annum, if employed throughout the year.

FD£ED DEPOSITS

The Company has not accepted any deposits under Section 58A of Companies Act, 1956 during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the Annexure forming part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation and assistance extended by the Bankers, the Medical Professionals and the Staff.

For and on behalf of the Board of Directors

Dr. Gautam Sehgal Dr. (Mrs.) Versha Sehgal Managing Director Director

Place: New Delhi

Date: 30th May 2013.

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited accounts for the year ended 31st March 2012.

FINANCIAL 2011-2012 2010-2011 RESULTS (Rs.) (Rs.)

Operating Income 41153323.33 36817661.93

Profit before Interest & Depreciation 4266691.79 5748384.00

Less: a) Interest 852967.25 1313343.84 b) Depreciation 2949370.45 3493130.44

Net Profit/(Loss) before Taxation 464354.09 941909.72

Provision for Income Tax 600000.00 175000.00

Provision for Deferred Tax (248001.00) 4266.00

Net Profit/(Loss) after Taxation 112355.09 762643.72

Add: Balance of Profit Brought

Forward from previous years (336626.99) (1074430.71)

Add: Excess/(Short) Provision for Income Tax for Previous Years (20459.00) (24840.00) Balance carried to Balance Sheet (244730.90) (336626.99)

OPERATIONS:

The operational income of the Company has increased from Rs. 368.18 Lacs to Rs. 411.53 Lacs, registering a growth of 11.77% in the current year. Income from scanning business has decreased from Rs. 17.12 Lacs to Rs. 10.77 Lacs during the year under review. The income from trading and servicing has decreased from Rs. 293.23 Lacs to Rs. 236.74 Lacs for the current year. While Distribution Commission has increased from Rs. 50.90 Lacs to Rs. 158.88 Lacs for the current year. Overall income has increased by Rs. 43.35 Lacs, during the year under review.

INCOME FROM NON DIAGNOSTIC BUSINESS:

The Overall income has increased during the year. However, profit before tax was lower due to stiff competition is Rs. 4.64 Lacs. The Board of Directors are hopeful to win the tenders in the year 2012-13 by which performance of the company will improve further.

DIVIDEND:

Due to the past losses the Board expresses their inability to recommend any dividend for the year 2012-2013.

LISTING:

Shares of your Company continue to be listed on Bombay Stock Exchange Limited, Mumbai and the listing fee has been paid for the year 2012-2013 in the month of April, 2012.

DIRECTORS:

Mr. Anil Mithal & Mrs. Radhika Sehgal, Directors of the Company retire by rotation and being eligible, offer themselves for reappointment.

The Board recommends to the shareholders the re-appointments of the above-mentioned Directors.

THE DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT (AMENDMENT ACT), 2000

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation related to material departures;

ii) That the Directors have selected sound accounting policies and applied them consistently and made adjustments and estimates that were reasonable and prudent so as to give a fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for the year under review:

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Director have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis.

AUDITORS' REPORT AND RE-APPOINTMENT OF AUDITORS

The Auditors, M/s Khattar Khanna & Associates, Chartered Accountants, New Delhi has resigned as company's auditors. Board of Directors place on record their appreciation for the services rendered by M/s Khattar Khanna & Associates from 1999 to 2012 and in future also will continue giving honorary services as and when required by the company.

The observation of Auditors and Notes on Accounts are self-explanatory.

EMPLOYEES PARTICULARS

The Provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Amendment Rules, 2011 do not apply, as none of the employees of the Company was paid a salary of Rs. 5,00,000/- or more per month, if employed for part of the year or Rs. 60,00,000/- per annum, if employed through out the year.

FIXED DEPOSITS

The Company has not accepted any deposits under Section 58A of Companies Act, 1956 during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the Annexure forming part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation and assistance extended by the Bankers, the Medical Profession-able and the Staff.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Dr. GAUTAM SEHGAL Dr.(Mrs.) VERSHA SEHGAL Managing Director Director



Place : New Delhi Date : 7th July, 2012.

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Mar 31, 2011

TO THE MEMBERS:

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS 2010-2011 2009-2010 (Rs.) (Rs.)

Operating Income 36817661.93 34092894.48

Profit before Interest & Depreciation 5748384.00 6123314.42

Less: a) Interest 1313343.84 1508688.15

b) Depreciation 3493130.44 3586140.71

Net Profit / (Loss) before Taxation 941909.72 1028485.56

Provision for Income Tax 175000.00 175000.00

Fringe Benefit Tax 0.00 0.00

Provision for Deferred Tax 4266.00 1199651.00

Net Profit / (Loss) after Taxation 762643.72 (346165.44)

Add: Balance of Profit Brought Forward from previous years (1074430.71) (717512.27)

Less: Transfer to General Reserve 0.00 0.00

Add : Excess / (Short) Provision for (24840.00) (10753.00) Income Tax for Previous Years

Add: Gratuity Fund surplus on adoption of revised AS 15 0.00 0.00

Balance carried to Balance Sheet (336626.99) (1074430.71)

OPERATIONS:

The operational income of the Company has increased from Rs. 340.93 lacs to Rs. 368.18 Lacs, registering a growth of 8%, in the current year. Income from scanning business has decreased from Rs. 41.88 lacs to Rs. 17.12 Lacs during the year under review. The income from trading and servicing has increased from Rs. 188.44 Lacs to Rs. 294.23 Lacs for the current year. While Distribution Commission has decreased from Rs. 101.88 Lacs to Rs. 50.90 Lacs for the current year. Overall income has increased by Rs. 27.25 Lacs, during the year under review.

INCOME FROM NON DIAGNOSTIC BUSINESS:

The Company has won the tenders for supply of Medical Equipment and hence the income from sales and services has picked up resulting in profit before Tax of Rs. 9.42 lacs for the year under review. The Board of Directors are hopeful to win the tenders in the year 2011- 12 by which performance of the company will improve further.

DIVIDEND:

Due to the past losses the Board expresses their inability to recommend any dividend for the year 2010-2011.

LISTING:

Shares of your Company continue to be listed on Bombay Stock Exchange Limited, Mumbai and the listing fee has been paid for the year 2011-2012 in the month of April, 2011.

DIRECTORS:

Mr. Ravi Kohli & Mr. Girish Sareen, Directors of the Company retire by rotation and being eligible, offer themselves for reappointment.

The Board recommends to the Shareholders the re-appointments of the above-mentioned Directors.

THE DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT (AMENDMENT ACT), 2000

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation related to material departures;

ii) That the Directors have selected sound accounting policies and applied them consistently and made adjustments and estimates that were reasonable and prudent so as to give a fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

AUDITORS' REPORT AND RE-APPOINTMENT OF AUDITORS

The Auditors, M/s Khattar Khanna & Associates, Chartered Accountants, New Delhi hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956.

The observation of Auditors and Notes on Accounts are self-explanatory.

EMPLOYEES PARTICULARS

The Provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1999 as amended by Amendment Rules, 2002 do not apply, as none of the employees of the Company was paid a salary of Rs. 2,00,000/- or more per month, if employed for part of the year or Rs. 24,00,000/- per annum, if employed through out the year.

FDXED DEPOSITS

The Company has not accepted any deposits under Section 58A of Companies Act, 1956 during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the Annexure forming part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation and assistance extended by the Bankers, the Medical Professionals and the Staff.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Dr. GAUTAM SEHGAL Dr. (Mrs.) VERSHA SEHGAL Managing Director Director

Place: New Delhi Date : 30th May, 2011.

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Mar 31, 2010

The Directors have pleasure in presenting the twenty fifth Annual Report together with the audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS 2009-2010 2008-2009 (Rs.) (Rs.) Operating Income 34092894.48 48025575.12 Profit before Interest & Depreciation 6123314.02 6190956.46 Less: a) Interest 1508688.15 1691253.87 b) Depreciation 3586140.31 3761568.11 Net Profit / (Loss) before Taxation 1028485.56 738134.48 Provision for Income Tax 175000.00 80000.00 Fringe Benefit Tax 0.00 200000.00 Provision for Deferred Tax 1199651.00 23911.00 Net Profit / (Loss) after Taxation (346165.44) 434223.48 Add: Balance of Profit / (Loss) Brought Forward from previous years (717512.27)(2325246.75) Less: Transfer to General Reserve 0.00 0.00 Add : Excess / (Short) Provision for (10753.00) 0.00 Income Tax for Previous Years Add: Gratuity Fund surplus on adoption of 0.00 1173511.00 revised AS 15 Balance carried to Balance Sheet(1074430.71) (717512.27)

OPERATIONS:

The operational income of the Company has decreased from Rs. 480.26 lacs to Rs. 340.93 lacs in the current year. Income from scanning business has decreased from Rs. 92.14 lacs to Rs. 41.88 lacs during the year under review. The income from trading and servicing was Rs. 188.44 lacs as against Rs. 348.45 lacs for the previous year. While Distribution Commission was Rs.101.88 lacs as against Rs.38.10 lacs last year. Overall income has decrease by Rs. 139.33 lacs.

INCOME FROM NON DIAGNOSTIC BUSINESS:

The Company has won the tenders for supply of Medical Equipment and hence the income from sales and services has picked up, resulting in profit before Tax of Rs. 10.28 lacs for the year under review. The Board of Directors are hopeful to win the tenders in the year 2010-11 by which performance of the company will improve further.

DIVIDEND:

Due to past losses the Board expresses their inability to recommend any dividend for the year 2009-2010.

LISTING:

Shares of your Company continue to be listed on Bombay Stock Exchange Limited, Mumbai and the listing fee has been paid for the year 2010-2011 in the month of April, 2010.

DIRECTORS:

Dr. Gautam Sehgal & Dr. Vivek Shegal, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

The Board recommends to the shareholders the reappointments of the above-mentioned Directors.

THE DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT (AMENDMENT) ACT, 2000

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March,

2010, the applicable accounting standards have been followed along with proper explanation related to material departures;

ii) That the Directors have selected sound accounting policies and applied them consistently and made adjustments and estimates that were reasonable and prudent so as to give a fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS REPORT AND RE-APPOINTMENT OF AUDITORS

The Auditors, M/s Khattar Khanna & Associates, Chartered Accountants, New Delhi hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with Section 224 (IB) of the Companies Act, 1956.

The observation of Auditors and Notes on Accounts are self-explanatory.

EMPLOYEES PARTICULARS

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1999 as amended by Amendment Rules, 2002 do not apply, as none of the employees of the Company was paid a salary of Rs. 2,00,000/- or more •per month, if employed for part of the year or Rs. 24,00,000/- per annum, if employed through out the year.

FDOED DEPOSITS

The Company has not accepted any deposits under Section 58A of Companies Act, 1956 during the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the Annexure forming part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation and assistance extended by the Bankers, the Medical Professionals and the Staff.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS DR. GAUTAM SEHGAL DR. (MRS.) VERSHA SEHGAL Managing Director Director