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Directors Report of BNR Udyog Ltd.

Mar 31, 2014

Dear Members,

Your Directors have pleasure in presenting the 20th Annual Report and the Audited Accounts for the year ending March 31,2014.

1. FINANCIAL RESULTS:

The financial results for the year ended March 31,2014 are summarised as under:

Amount(Rs. in Lakhs)

Particulars 2013-14 2012-13

Total Income 361.36 350.28

Total Expenditure 280.71 259.22

Profit before Tax 80.65 91 06

Provision for Taxation 26.05 25.65

Profit after Tax 54.60 65.41

Transfer to General Reserve 2.00 18.50

Profit available for appropriation 52.60 46.91

Provision for Proposed Equity Dividend 30.00 30-00

Provision for Corporate Dividend Tax 5.09 5.09

Balance Carried to Balance Sheet 17.51 11-82

2. DIVIDEND:

Your Directors are pleased to recommend a Dividend of Re. 1/- per share on the Paid up Equity Share Capital of the Company in respect of the financial year 2013-14. The total outgo on account of dividend, inclusive of dividend tax stands at Rs. 35.10 lakhs, for which necessary provision has been made in the accounts.

3. OPERATIONS:

The performance of the company during the year under review has been reasonably satisfactory. The company is making all its efforts to get further orders apart from the existing ones.

4. INSURANCE:

The assets of the Company are adequately insured against major risks.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited (Stock Code 530809). The annual listing fees for the year 2014-2015 was paid to the Stock Exchange.

6. DIRECTORS:

Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. J. Vikramdev Rao, Mr. T. Bharadwaj and Dr. Priyadarshini as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. J. Vikramdev Rao, Mr. T. Bharadwaj and Dr. Priyadarshini are mentioned in the Explanatory Statement under Section 102 of Companies -t, 2013 of the Notice of 20,h Annual General Meeting.

7. CAPITAL OF THE COMPANY:

During the period, the Authorized capita! of the Company stands at Rs. 5,00,00,000/- consisting of 50,00,000 equity shares of Rs 10/- each and paid-up capital at Rs. 3,00,00,000/- divided into 30,00,000 equity shares of Rs 10/- each.

8. AUDITORS:

The Auditors of the Company M/s. Laxminiwas & Jain, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and being eligible, have given their consent for re-appointment. The Company has also received a certificate from them under Section 139 of the Companies Act, 2013.

9. AUDITOR'S REPORT:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31,2014 and has noted that the same does not have any reservation, qualification or adverse remarks.

10. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public.

11. PARTICULARS OF EMPLOYEES:

There is no employee whose remuneration exceeds the limits as prescribed under Sec. 217(2A) of the Companies Act, 1956. Therefore, the disclosures required under section 217(2A) read with the Companies (Particulars of employees) Rules, 1975 are not applicable.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm:

(i) that in the preparation of the annual accounts for the financial year ended March31,2014, the applicable accounting standards have been followed;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profits of the company for the year under review;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the financial year ended March 31,2014 on a 'going concern' basis.

13. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

14. UN PAID/UN CLAIMED DIVIDEND:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor Education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2006-2007 will expire on October 20th, 2014 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund" of the Central Government.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

16. CORPORATE GOVERNANCE:

The Directors adhere to the requirements set out by Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of this Annual Report. The requisite certificate from M/s Laxminiwas & Jain, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated } under the aforesaid Clause 49, is attached to this Report.

17. CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration to this effect is given in Annexure.

18. COMPLIANCE CERTIFICATE:

Your company has obtained a secretarial compliance certificate under provision to subsection { of section 383A of Companies Act, 1956 from a Practicing Company Secretary which forms part of this report.

19. SUBSIDIARY COMPANY:

As on March 31,2014, the Company has only one wholly owned Subsidiary Company namely M/s BNR Pashamylaram Enterprises Private Limited. The subsidiary of the Company had not made any profit/loss for the financial year 2013-14 and also for the previous financial year 2012-13. A statement pursuant to Section 212 is attached as Annexure to this Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Govt, of India, the Balance sheet, Statement of Profit & Loss and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary company, the related details, information to any member of the company who may be interested in obtaining the same. The Annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company.

20. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21, notified by Companies (Accounting Standards) Rule, 2006, the consolidated financial statements covered in this annual report by the Company include financial information of its subsidiary BNR Pashamylaram Enterprises Private Limited.

21. INTERNAL AUDIT:

M/s. PPKG & Co., Chartered Accountants, Hyderabad are the Internal Auditors of the Company.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217 (i) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The earnings in foreign currency is Rs. 1,35,90, 953/- equivalent to US$ 223,450.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation, support and assistance received from the Government Departments and Local Authorities, Shareholders, Employees, Banks during the year and we thank all the shareholders for the confidence reposed on us.

For and on behalf of the Board, BNR Udyog Limited,

sd/- sd/- Place : Hyderabad Kamal Narayan Rathi T. Bharadwaj Date : 30-07-2014 Managing Director Director


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 19th Annual Report and the Audited Accounts for the year ending March 31, 2013.

1. Financial Results:

The financial results for the year ended March 31, 2013 are summarised as under:

Amount (in Rs.) _

Particulars 2012-13 2011-12

Total Revenue 3,50,27,941 3,63,02,498

Add Exceptional Items (15,589) 92,454

Less Total Expenses 2,59,06,500 2,64,82,505

Profit before Tax 91,05,852 99,12,447

Less : Tax Expenses 25,65,269 29,87,489

Profit for the year after Tax 65,40,583 69,24,958

Balance of Profit brought forward 1,39,49,035 1,08,10,752

Profit available for appropriation 2,03,89,618 1,77,35,710

Less : (i) Proposed Dividend 30,00,000 30,00,000

Less : (ii) Tax on Dividend 5,09,850 4,86,675

Less : (iii) Transfer to Reserve Fund 18,50,000 3,00,000

Balance Carried to Balance Sheet 1,51,29,768 1,39,49,035

2. Dividend:

Your Directors are pleased to recommend dividend @ 10% i.e. Rs. 1/-per equity share of Rs. 10/- each aggregating to Rs. 30,00,000/- on the paid up equity share capital of the Company.

3. Operations and Overview:

Apart from Medical Transcription, Billing & Coding services from US Clientele, Your Company has further diversified into E-Governance projects in India. Your company is empanelled with UIDAI & Currently working for the prestigious Aadhaar project in the state of Andhra Pradesh and Karnataka. Your company has also got awarded with Scanning and Degitisation of Documents for Khammam & Mahaboobnagar District in the state of Andhra Pradesh. We are also trying to get empanelled with other Government Authorities and Registrars and looking for good opportunities in other States of Inda.

Your company has good work orders in hand and expects to increase the turnover and profitability for the current financial year 2013-14.

4. Directors:

As per the Articles of Association of the Company, ShriT. Bharadwaj, retires by rotation at the forthcoming AGM and being eligible offer himself for reappointment. Brief resume of the retiring Director, as stipulated under Clause 49 of the Listing Agreements is provided in the Notice calling the AGM.

5. Auditors:

M/s Laxminiwas & Jain, Chartered Accountants are retiring at the forthcoming Annual General Meeting and will hold office up to the conclusion of the AGM and are eligible for re-appointment.

The Company has received a letter from them that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

6. Secretarial Compliance Certificate:

Pursuant to the proviso to sub-section (1) of Section 383A read with the Companies (Compliance Certificate) Rules, 2001, a Secretarial Compliance Certificate from M/s. VSS & Associates, Company Secretaries, is attached to this Report as Annexure-I .

7. Particulars of Employees:

There was no employee of the Company who received remuneration in excess of the limits prescribes under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as byCompanies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by the Ministry of Corporate Affairs, Government of India.

8. Conservation of Energy & Technology absorption and Foreign Exchange Earnings and Outgo:

Conservation of energy is an ongoing process in the Company''s activities. As the core activities of the Company are not energy intensive, no information is to be furnished regarding Technology Absorption. Your Company has not undertaken any research and development activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted. The earnings in foreign currency is Rs. 1,40,62,411/- Equivalent to US$258536.

9. Listing:

The eqity shares of your company are listed at The Bombay Stock Exchange Ltd. and the requisite Annual Listing Fee is paid.

10.Public deposits:

Your Company has not accepted/renewed any deposits U/S 58Aof the Companies Act, 1956.

11. Corporate Governance:

The Directors adhere to the requirements set out by Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. Laxminiwas & Jain, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

12.Segment wise Performance:

Your Company considers IT & ITS, E-Governance, Constrution, Investment and Finance as the primary segment for reporting.

13. Subsidiary Company

As on March 31, 2013 the Company has only one (1) wholly owned Subsidiary Company namely M/s. BNR Pashamylaram Enterprises Private Limited.

A statement, pursuant to section 212, is attached as Annexure-ll to this Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Govt, of

India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. How ever the financial information of the subsidiary company is disclosed in the Annual Report in Compliance with the said circular. The Company will make available the Anuual Accounts of the subsidiary company the related details informations to any member of the company who may be interested in obtaining the same. The Annual Accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company.

14. Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

15. Un paid / Un claimed Dividend:

As per provisions of the Section 205Aread with Section 205C of the Companies Act, 1956 the company is required to transfer unpaid dividends remaining unclaimed and unpaid for a period of 7 years from the due date (s) to the Investor Education and Protection Fund (IEPF) set up by the Central Government. Accordingly on expiry of 7 years period. Unclaimed dividend for the year 2005-2006 is due for transfer to IEPF on or before 27h October,2013. Those members who have not encashed their dividend warrants(s) for the said year and for the years mentioned below are requested to make the claims to the company without any further delay. It may be noted that once the unclaimed dividend is transferred to the IEPF as above, no claim shall lie against the IEPF or the company in respect of any amounts which were unclaimed/unpaid for a period of 7 years from the dates that they first became due for payment and no payment shall be made in respect of any such claims. Given below are the proposed dates for transfer of the unclaimed dividend to IEPF by the company.

Financial year ended Date of Declaration Last date for Claiming Last date for of Dividend Unpaid Dividend amt. Transfer to IEP

(on or before) Fund

31/03/2006 29/09/2006 28/09/2013 27/10/2013

31/03/2007 22/09/2007 21/09/2014 20/10/2014

31/03/2008 25/09/2008 24/09/2015 23/10/2015

31/03/2009 10/09/2009 09/09/2016 08/10/2016

31/03/2010 22/09/2010 21/09/2017 20/10/2017

31/03/2012 I 05/09/2012 | 04/09/2019 | 03/10/2019

Shareholders who have not yet claimed the dividends for the above periods are requested to contact the Secretarial Department at the Registered Office of the Company.

16. Dividend Payments through Bank :

The Securities & Exchange Board of India (SEBI) has made it mandatory for all. Companies to use the Bank account details furnished by the Depositories for depositing dividend through Electronic Clearing Services (ECS) to investors where ECS and Bank details are available. Members may, therefore give instructions regarding bank accounts in which they wish to receive dividend, directly to their Depository Participants. The company will not entertain any direct request from such members for deletion of/change in such bank details. Further instructions, if any, already given by them in respect of shares held physical form will not be automatically applicable to dividend paid on shares in electronic form. Prescribed Form (ECS) is annexed to this report which may be duly filled in and sent to the company.

17. Consolidation of folio :

Shareholders holding share in identical order of names in more than one folio are requested to write to the company enclosing their share certificates to enable the company to consolidate their holding in one folio to facilitate better service.

18. CEO/CFO Certifications:

The Managing Director had given a certificate to the board as contemplated in clause 49 of the listing Agreement.

19. Management Discussion and Analysis :

Management Discussion and Analysis Report for the year ended March 31, 2013 as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached asAnnexure-111 to this Report.

20. Directors'' Responsibility Statement:

Pursuant to Provisionsof Sec.217 (2AA) of the Companies Act, 1956 Directors of your Company hereby confirm that:

(i) The Annual Accounts of the Company have been prepared in accordance with applicable Accounting Standards.

(ii) The Company has been consistently following selected accounting policies and made judgment 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 and of the Profit & Loss account of the Company.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on going concern basis.

21 .Acknowledgement:

Your Directors would like to express their appreciation for assistance and co-operation received from the Shareholders, Employees, Banks and Government authorities during the year and We thanks all the share holders for the confidence reposed on us.

For and on behalf of the Board of Directors

For BNR Udyog Limited

Place: Hyderabad Kamal Rathi J. Vikram Dev Rao

Date: 25.07.2013 (Managing Director) (Director)


Mar 31, 2012

The Directors have pleasure in presenting the 18th Annual Report and the Audited Accounts for the year ending March 31, 2012.

1. Financial Results:

The financial results for the year ended March 31, 2012 are summarised as under:

Amount (in Rs.)

Particulars 2011-12 2010-11

Total Revenue 3,63,02,498 1,07,66,512

Add Exceptional Items 92,454 -

Less Total Expenses 2,64,82,505 1,04,40,316

Profit before Tax 99,12,447 3,26,196

Less : Tax Expenses 29,87,489 (6,75,415)

Profit for the year after Tax 69,24,958 10,01,611

Balance of Profit brought forward 1,08,10,752 98,09,141

Profit available for appropriation 1,77,35,710 1,08,10,752

Less: (i) Proposed Dividend 30,00,000 -

Less: (ii) Tax on Dividend 4,86,675 -

Less : (iii) Transfer to Reserve Fund 3,00,000 -

Balance Carried to Balance Sheet 1,39,49,035 1,08,10,752

2. Dividend:

Your Directors are pleased to recommend dividend @ 10% i.e. Rs. 1 per equity share of Rs. 10 each aggregating to Rs. 30,00,000 on the paid up equity share capital of the Company.

3. Operations and Overview:

During the year under review your company has achieved a gross turnover of Rs.36,302,498 as against the turnover of Rs.10,766,512 of the previous year registering a growth of 29.65%.

Apart from Medical Transcription, your company has diversified in Medical Billing and Coding for US clients, Business support services, and E-Governance projects in India. The Company is also in process of empanelment with various government authorities for providing business support services throughout the country.

4. Directors:

Shri Sandeep Rathi was appointed as an additional director on the Board w.e.f May 30, 2012 and he holds office up to the conclusion of the ensuing AGM, resolution for his reappointment is incorporated in the Notice calling the AGM.

As per the Articles of Association of the Company, Shri B.N. Rathi and Dr. B. Priyadarshini, retire by rotation at the forthcoming AGM and being eligible offer themselves for reappointment. Brief resume of the retiring Directors, as stipulated under Clause 49 of the Listing Agreements are provided in the Notice calling the AGM.

5. Auditors:

M/s Laxminiwas & Jain, Chartered Accountants are retiring at the forthcoming Annual General Meeting and will hold office up to the conclusion of the AGM and are eligible for re-appointment.

The Company has received a letter from them that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

6. Secretarial Compliance Certificate:

Pursuant to the proviso to sub-section (1) of Section 383A read with the Companies (Compliance Certificate) Rules, 2001, a Secretarial Compliance Certificate from M/s. VSS & Associates, Company Secretaries, is attached to this Report as Annexure-I.

7. Particulars of Employees:

There was no employee of the Company who received remuneration in excess of the limits prescribes under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as by Companies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by the Ministry of Corporate Affairs, Government of India.

8. Conservation of Energy & Technology absorption and Foreign Exchange Earnings and Outgo:

Conservation of energy is an ongoing process in the Company's activities. As the core activities of the Company are not energy intensive, no information is to be furnished regarding Technology Absorption. Neither your Company has undertaken any research and development activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted. The earnings in foreign currency is Rs. 1,38,55,269 equivalent to US$ 2,89,010.

9. Listing :

The Equity Shares of your Company are listed at The Bombay Stock Exchange Ltd., and the requisite Annual Listing Fee is paid.

10. Public deposits:

Your Company has not accepted/renewed any deposits U/S 58A of the Companies Act, 1956.

11. Corporate Governance:

The Directors adhere to the requirements set out by Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. Laxminivas & Jain, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

12. Segment wise Performance:

Your Company considers Medical Transcription, Business Support Services and Investment in Shares, Financial activities & Others as the primary segment for reporting.

13.Management Discussion and Analysis:

Management Discussion and Analysis Report for the year ended March 31,2012 as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as Annexure- II to this Report.

14. Directors' Responsibility Statement:

Pursuant to Provisions of Sec.217 (2AA)of the Companies Act, 1956 Directors of your Company hereby confirm that:

(i) The Annual Accounts of the Company have been prepared in accordance with applicable Accounting Standards.

(ii) The Company has been consistently following selected accounting policies and made judgment 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 and of the Profit & Loss account of the Company.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on a going concern basis.

15. Acknowledgement:

Your Directors would like to express their appreciation for assistance and co-operation received from the Shareholders, Employees, Banks and Government authorities during the year and We thanks all the share holders for the confidence reposed on Us.

For and on behalf of the Board of Directors

For BNR Udyog Limited

Hyderabad B.N.Rathi Kamal Rathi

25th July, 2012 (Chairman) (Managing Director)


Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 17lh Annual Report of your company together with the Audited Statement of Accounts for the year ending 31st March, 2011.

I.FINANCIAL RESULTS:

The financial results for the year ended 31st March, 2011 are summarised as under:

(Rs. in Lakhs)

2010-11 2009-10

Total Income 107.67 144.84

Total Expenditure 104.41 113.92

Profit before Tax 3.26 30.92

Less : Provision for Taxation (6.76) (5.87)

Profit after Tax 10.02 36.79

Balance of Profit b/f 98.09 101.40

Profit available for appropriation 108.11 138.19

Less : (i) Proposed Dividend — 30.00

Less : (ii) Tax on Dividend — 5.10

Less : (iii) Transferred to Reserve Fund — 5.00

Balance carried to Balance Sheet 108.11 98.09

2. OPERATIONS / REVIEW OF PERFORMANCE:

The Performance of the Company was not upto the expectations for the financial year ended 31 -03-2011. The company has entered into an agreement with one more transcription company in U.S.A from which it expects to receive more business.The company surrendered the NCDEX membership card since it was not in operation.

3. DIVIDEND:

In view of the inadequacy of the profits, the Directors do not recommend any dividend for the financial year ending 31st March, 2011

4. DIRECTORS:

Shri. J. Vikramdev Rao and Shri. T. Bharadwaj, Directors of the company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

5. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Provisions of Sec.217 (2AA) of the Companies Act, 1956 Directors of your Company hereby confirm that:

(i) The Annual Accounts of the Company have been prepared in accordance with applicable Accounting Standards.

(ii) The Company has been consistently following selected accounting policies and made judgement 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 and of the Profit & Loss account of the Company.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on a going concern basis.

6. AUDITORS:

M/s Laxminiwas & Jain, Chartered Accountants Firm registration No. 001859S retire at the conclusion of the Annual General Meeting and are recommended for re-appointment. The necessary certificate from the Auditors has been received to the effect that their re-appointment if made, would be within the prescribed limits u/s 224 (1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES:

None of the employees who are employed throughout the year are covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended from time to time.

8. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION :

The Provisions of the Companies (disclosure of particulars in report of Board of Directors) Rules, 1988 relating to conservation of energy are not applicable and since the company is not engaged in any manufacturing or processing activities, there is no information to be disclosed under this head.

9. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the financial year 2010-2011 receipts from Medical Transcription Division of the Company stood at Rs.94,45,903/- equivalent to US $2,00,642.

10. LISTING:

The Equity Shares of your Company are listed at The Bombay Stock Exchange Ltd., and the requisite Annual Listing Fee is paid.

11. FIXED DEPOSIT:

Your Company has not accepted any deposits U/S 58A and as such no amount of Principal or Interest was outstanding on the date of the Balance Sheet.

12. CORPORATE GOVERNANCE:

Your company has complied with the applicable provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance followed by the Company together with the Certificate from the Auditors of the Company confirming Compliance is set out in the Annexure forming part of this Report.

13. SEGMENTWISE PERFORMANCE:

Your Company considers Medical Transcription, Investment in shares and Real Estates as the primary segment for reporting.

14. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation, co-operation and support received from the Government Authorities, Securities and Exchange Board of India, The Bombay Stock Exchange Ltd., Reserve Bank of India and STPI. Your Directors also acknowledge the continued support given by Business Associates and the sincere and dedicated services of the employees of the Company at all levels. Your Directors also like to express their thanks to the shareholders for the confidence which they reposed in them.

On behalf of the Board of Directors,

B.N.RATHI Chairman

Place : Hyderabad Date : 29.07.2011


Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report of your company together with the Audited Statement of Accounts for the year ending 31s1 March, 2010.

I.FINANCIAL RESULTS:

The financial results for the year ended 31st March, 2010 are summarised as under .

(Rs. in Lakhs)

2009-10 2008-09

Total Income 144.84 213.08

Total Expenditure 113.92 172.16

Profit before Tax 30.92 40.92

Less : Provision for Taxation (5.87) 3.08

Profit after Tax 36.79 37.84

Balance of Profit b/f 101.40 103.66

Profit available for appropriation 138.19 141.50

Less : (i) Proposed Dividend 30.00 30.00

Less: (ii) Tax on Dividend 5.10 5.10

Less : (iii) Transferred to Reserve Fund 5.00 5.00

Balance carried to Balance Sheet 98.09 101.40

2. DIVIDEND:

The Board of Directors have recommended dividend @ 10% on the paid up equity share capital of the company for the year ended 31st March, 2010. The dividend will be paid when declared by the shareholders in accordance with law. The dividend will be free of tax in the hands of shareholders. However, the company will have to pay dividend distribution tax plus applicable surcharge and education cess.

3. OPERATIONS / REVIEW OF PERFORMANCE :

The Performance of the Company was reasonably good for the Financial year 2009-2010 The Medical Transcription business is doing good inspite of global recession.

4. DIRECTORS:

Shri B.N. Rathi and Dr. B. Priyadarshini Directors of the company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Provisions of Sec.217 (2AA) of the Companies Act,1956 Directors of your Company hereby confirm that:

(i) The Annual Accounts of the Company have been prepared in accordance with applicable Accounting Standards.

(ii) The Company has been consistently following selected accounting policies and made judgement 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 and of the Profit & Loss account of the Company.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Annual Accounts have been prepared on a going concern basis.

6. AUDITORS:

M/s Laxminiwas & Jain, Chartered Accountants retire at the conclusion of the Annual General Meeting and are recommended for re-appointment. The necessary certificate from the Auditors has been received to the effect that their re-appointment if made, would be within the prescribed limits u/s 224 (1B) of the Companies Act, 1956.

7. PARTICULARS OF EMPLOYEES:

None of the employees who are employed throughout the year are covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended from time to time.

8. CONSERVATION OF ENERGY& TECHNOLOGY ABSORPTION :

The Provisions of the Companies (disclosure of particulars in report of Board of Directors) Rules, 1988 relating to conservation of energy are not applicable and since the company is not engaged in any manufacturing or processing activities, there is no information to be disclosed under this head.

9. FOREIGN EXCHANGE EARNINGS AND OUTGO :

During the financial year 2009-2010 receipts from Medical Transcription Division of the Company stood at Rs.1,09,29,398/- equivalent to US $2,29,664.

10. LISTING:

The Equity Shares of your Company are listed at The Bombay Stock Exchange Ltd., and the requisite Annual Listing Fee is paid.

11. FIXED DEPOSIT:

Your Company has not accepted any deposits U/S 58A and as such no amount of Principal or Interest was outstanding on the date of the Balance Sheet.

12. CORPORATE GOVERANCE:

Your company has complied with the applicable provisions of Corporate Governance as prescribed in the revised Clause 49 of the Listing Agreement with the Stock Exchanges A separate section on Corporate Governance followed by the Company together with the Certificate from the Auditors of the Company confirming Compliance is set out in the Annexure forming part of this Report.

13. SEGMENTWISE PERFORMANCE:

Your Company considers Medical Transcription, Investment in shares and Real Estates as the primary segment for reporting.

14. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation and support received from the Government Authorities, Securities and Exchange Board of India, The Bombay Stock Exchange Ltd., The National Commodity & Derivatives Exchange Ltd., Reserve Bank of India and STPI. Your Directors also acknowledge the continued support given by Business Associates and the sincere and dedicated services of the employees of the Company at all levels. Your Directors also like to express their thanks to the shareholders for the confidence which they reposed in them.

On behalf of the Board of Directors,

Place: Hyderabad B. N. RATHI

Date : 30.07.2010 Chairman