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 à 30.00
Less : (ii) Tax on Dividend à 5.10
Less : (iii) Transferred to Reserve Fund à 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