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Directors Report of Emed.com Technologies Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 25th Annual Report of the Company together with Audited Accounts for the year ended 31-03-2014.

FINANCIAL RESULTS

PARTICULARS (Rs. in Lakhs)

YEAR ENDED 31-03-2014 YEAR ENDED 31-03-2013

Total Income 100.00 52.64

Profit and Loss Before 0.90 (10.16) Interest and Depreciation

Depreciation - -

Profit/(Loss) for the year 0.90 (10.16)

Profit (Loss) before Tax 0.90 (10.16)

Balance brought forward (447.29) (437.13)

Balance carried forward (447.63) (447.29)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with Stock Exchange, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the annual report.

DIRECTORS

As per provisions of the Companies Act, 2013, Mr. Parth Dineshbhai Kanabar and Mr, Rajeshwar Bhagat, Independent Directors, are proposed to be reappointed at the ensuing AGM for a term of five years.

Mr. Shahank Vijay Panwar, Non-Executive Director, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

None of the Directors are disqualified under section 164 (2) of the Companies Act, 2013.

DIVIDEND

Due to accumulated losses of the previous years, your Directors are unable to recommend any dividend for the year under review.

AUDITORS

M/s. Arpan Chudgar & Associates, CHARTERED ACCOUNTANTS, Ahmadabad, retire at the ensuing Annual General Meeting of the company and are eligible for reappointment.

AUDIT REPORT & ACCOUNTS

The comments on statement of accounts referred to in the report of the auditors are self-explanatory.

PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are- NIL.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1 )(e) of the Companies Act, 1956 read with Companies'' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company,

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2013-14.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuance to section 217(2AA) we state -

I) That in the preparation of the annual accounts the applicable accounting standards had been followed and there is no material departure;

ii) that your directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the accounting year and of the profit or loss of the company for that year;

iii) that your directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv) that your directors had prepared the annual accounts on a going concern basis.

TAKEOVER

The Company has been taken over by Kamlesh D. Korodiya & Hiren Kumar Rashiklal Doshi, vide Share purchase agreement(SPA) dated June 14, 2013, in compliance with SEBI(Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Promoter Shareholding of 8,83300 Equity Shares of the Company was transferred to acquirers Kamlesh D. Korodiya, commerce graduate having 15 years of experience in the field of consultancy of accounts, taxation & software technologies and Hiren Kumar Rashiklal Doshi, undergraduate engaged in the business of trading in Fabrics, Textiles & Capital goods and having experience of 5 years, on June 14, 2013 at Rs. 1/- per equity share in terms of the share purchase agreement amongst themselves in terms of the provisions of Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The same was communicated to the Stock Exchanges at the relevant times.

Further new Board has been introduced as Kamlesh D. Koradiya , Shashank Vijay Panwar, Prajesh R. Rupareliya, Prajesh R. Rupareliya and Sunil Ganesh Bhave in Place of the existing Board of Directors.

COMPLIANCE CERTIFICATE

Pursuant to requirements of Section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from Practicing Company Secretary, for the Accounting Year ended 31.03.2014.

CORPORATE GOVERNANCE REPORT

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s corporate governance philosophy is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and Society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders.

The Compliance report on corporate governance and a certificate from M/s Arpan Chudgar & Associates, Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under clause 49 of the listing agreement with the stock exchanges, is attached herewith to this report.

ACKNOWLEDGEMENT

Your directors wish to convey their thanks to their Employees, Shareholders, Bankers and auditors for continuance of their support.

By Order Of the Board of Directors For EMED .COM TECHNOLOGIES LIMITED

Sd/- Place : Hyderabad Parth Dineshbhai Kanabar Date : 19-08-2014 DIRECTOR


Mar 31, 2012

To The Members of M/s. EMED .COM TECHNOLOGIES LIMITED,

The Directors have pleasure in presenting the 23rd Annual Report of the Company together with Audited Accounts for the year ended 31-03-2012.

FINANCIAL RESULTS (Rs. in Lakhs)

PARTICULARS YEAR ENDED YEAR ENDED 31-03-2012 31-03-2011

Total Income 0.84 1.13

Profit and Loss Before Interest and Depreciation 0.019 1.66

Depreciation - -

Profit/(Loss) for the year 0.006 1.62 Profit (Loss) before Tax 0.006 1.62

Balance brought forward (437.13) (438.75)

Balance carried forward (437.13) (437.13)

DIVIDENDS

Your Company has earned a very small amount of profit during the year, company is having carried forward losses for the previous years. Therefore, no divided is proposed for the year under review.

FUTURE OUTLOOK

Your directors have tried to give momentum to current line of business during the year and are very hopeful.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company:-

1. Sri P Ratnakar Reddy retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

2. Sri Sunny Dudhani was appointed as Additional Director on 07th March, 2012. As per the provisions of Section 260 of the Companies Act, 1956,

Your Directors recommend their reappointment as a Director of the Company. There was no other change in the Composition of the Board of Directors during the year.

COMPLIANCE CERTIFICATE

Pursuant to requirements of Section 383A(1) of the Companies Act, 1956, with respect to Compliance Certificate, the Company has obtained Compliance Certificate from Practicing Company Secretary for the Accounting Year ended 31.03.2012!.

REVOCATION OF SUSPENSION OF SHARES TRADING

As you are aware that the trading of shares of the company was under suspension. With its continuous sincere

efforts, the Company has been able to get the revocation of suspension of trading of its shares with BSE. In future, the Company is committed to serve the stakeholders to increase the investment value.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of Annual report.

A separate section on corporate Governance and a Certificate from the P Murali Mohana Rao, Partner M/S P Murli & Co., Chartered Accountants regarding compliance of condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual Report.

STATEMENT PURSUANT TO LISTING AGREEMENT

Presently the company's Equity shares are listed at:

1. Bombay Stock Exchange Limited (BSE), Mumbai and the company has paid the Annual Listing Fees to the above Stock Exchange for the year 2012-13.

2. Hyderabad Stock Exchange, Listing Fee for 2012-13 is pending to be paid.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:

1) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2) That your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the company for that period;

3) That your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) That your Directors have prepared the annual accounts on a going concern concept.

AUDITORS’ REPORT

The notes to the accounts referred to in the Auditor’s report and the observations made in the report are Self explanatory and therefore do not call for any further observation.

AUDITORS

M/s P MURALI & Co., Chartered Accountants, retiring auditors of the Company being eligible offer themselves for reappointment as auditors of the Company. M/s P MURALI & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224 (1B) of the Companies Act, 1956. The members are requested to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

PERSONNEL

The relations between the management and the staff were very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

INFORMATION REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Research and Development (R & D): No research and Development has been carried out.

(ii) Technology Absorption, adaptation and innovation: No technology either indigenous or Foreign is involved.

(c) Foreign exchange earnings and outgo: Nil ACKNOWLEDGEMENTS

The Directors express their appreciation of the active help and assistance rendered by Banks, Financial Institutions, the Medical Professionals, the Officers and the other Employees of the Company.

By Order of the Board of Directors

For Emed.com Technologies Limited

Sd/- Sd/-

Place: Hyderabad M. SRIKANTH REDDY P. RATNAKAR REDDY

Date : 03.09.2012 DIRECTOR DIRECTOR


Mar 31, 2010

To The Members of M/s. EMED COM TECHNOLOGIES LIMITED.

The director have pleasure in presenting the 21th Annual Report of the Company together With Audited Accounts for year ended 31.03.2010.

FINANCIAL RESULTS (Rs. in lakhs)

YEAR ENDED YEAR ENDED 31-03-2010 31-03-2009

Collections Nil Nil

Profit Income 2.11 0.94

Profit (Loss) before Tax 0.03 0.02

Balance brought forward (438.78) (438.79)

Balance earned forward (438.75) (436.79)

FIXED DEPOSITS

The Company has not accepted fixed deposits as on 31st MARCH 2010 so to attract the provision of the Companies Act, 1956 read With the (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

INFORMATION REQUIRED UNDER SECTION 217 (1)(e) OF THE COMPANIES 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS INTHE REPORT OF BOARD OF DIRECTOR) RULES, 1988.

(a)Conservation of Energy : The Company is monitoring the Conservation of energy and is identifying measures for conservation of energy.

(b) Research and Development (R & D): No research and Development has been carried out.

(ii)Technology Absorption, adaption and innovation-No technology either indigenous or Foreign is involved.

(c) Foreign exchange earnings and outgo: Nit.

PARTICULARS OF EMPLOYEES

In pursuance of the provision of section 217 (2A) of the companies Act, 1956 read with the Companies (particulars of Employees) Rules 1975, the Directors are to report that no employee was in receptor of remuneration of Rs.24.00.000/- or more per annum or Rs.2.00.000/- or more per month where employed for a part of the year.

DIRECTOR

Sri M. Sri kith Reddy, by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

REPORT ON CORPRATE GOVERNANCE

corporate governance Report is set out as separate Annexure to this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT: Pursuant to Clause 49 of the Listing Agreement, a Management Analysis Roped is given below:

A. INDUSTRY BACKGROUND

The hospital software and Telemedicine software is being developed in our country to meet specific requirements of local hospitals.

B. INDUSTRY OUTLOOK

Non-availability of specialists in town and village has given room for net worrying of the rural hospitals to specialty hospitals in cities.

Growth of hospitals and diagnostic centers all over the country has also responsible for the development of software in Hospitals operation, quality Validation, Emergency Care, etc.

C.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control system that defines roles and responsibilities of people across various levels of the organization. these systems facilitate effective checks and controls as well as tight monitoring on a continuous basis.

D. MATERIAL DEVELOPMENTSN IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company is able to retain the experienced staff, Company feels confident of keeping its manpower costs to below industry norms, with emphasis on becoming customer-centric, the staff are regularly exposed to training & Orientation programmers not a only in their respective fields but also in public relations.

STATEMNT PURSUANT TO LISTING AGREEMENT

presently the Company's Equity shares are listed at

1. Bombay Stock Exchange Limited (BSE), Mumbai and the company has not paid the Annual Listing Fees to the above Stock Exchanges for the year 2010-10

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the companies Act, 1956 which was introduced by the companies (Amendment) Act, 2000, Your Directors confirm that:

i) that in the preparation of the Annual Accounts, for the year ended 31st March, 2010, the applicable accounting standards have been followed and there are no material departures;

ii) we have selected appropriated accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to given a true an fair view of the state of affairs of the company as on 31st March, 2010 and of the Loss of the company for the financial year ended 31st March, 2010.

iii) we 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; and

iv) we have prepared the annual accounts for the financial year ended 31 2010 on a going concern basis.

AUDITORS:

M/s. P. MURALI & Co., Chartered Accountants, retiring auditors of the Company being eligible offer themselves for reappointment as auditors of the Company. M/s P.MURAL.I & Co., Chartered Accountants have furnished a certificate of their 224 (1B) of the Companies Act, 1958 Ten members arc requested to reappoint the auditors and authorize the Board of Deodars of the Connery to fix their remuneration

PERSONNEL

The relations between the management and the staff were very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

In the month of August Company has shifted its Registered office from Room No: 116, 2nd Floor, 1-2-379, Domalguda, Hyderabad- 500029. To # 1001, 3-6-286/1&2, Hyderguda, Hyderabad-500029. ACKNOWLEDGEMENTS

The Directors express their appreciation of the active help and assistance rendered by Banks, Financial Institutions, the Medical: Professionals, the Officers and the other Employees of the Company

BY ORDER OF THE BOARD OF DIRECTORS

for emed.com technologies LIMITED

M VENUMADHAV P RATNAKAR REDDY

DIRECTOR DIRECTOR

PLACE : HYDERABAD

DATE : 02-09-2010