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Directors Report of Jeevan Scientific Technology Ltd.

Mar 31, 2015

To the Members,

The Directors have pleasure in presenting before you the Seventeenth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March 2015 has been as under:

(INR In Lakhs) Particulars FY: 2014-2015 FY: 2013-2014

Total Income 1,354.32 647.09

Total Expenditure 1,210.70 624.35

Profit Before Tax 143.62 22.74

Provision for Tax - -

Profit after Tax 143.62 22.74

Transfer to General Reserves 143.62 22.74

Profit available for appropriation - -

Provision for Proposed Dividend - -

Provision for Corporate Tax - -

Balance Carried to Balance Sheet 143.62 22.74

Review of operations:

During the year under review your company recorded a turnover of Rs. 1,354.32 Lakhs as against Rs. 647.09 Lakhs for the previous financial year. The turnover includes the Clinical Research services, Education Services, HR Staffing Services and Data Management Service charges. The Business plan is to ensure at least two fold growth in business in the coming year(s) with the stable business.

Share Capital:

The paid up share capital of the Company is Rs.6,04,16,000/- consisting of 60,41,600 equity shares of Rs. 10/- each.

DIVIDEND:

As the profits are inadequate, your Directors do not propose any dividend for the year under review.

BOARD MEETINGS:

The Board of Directors duly met 7 (seven) times on 01.04.2014, 29.05.2014, 21.07.2014, 13.08.2014, 24.10.2014, 10.12.2014 and 12.02.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year Mr. Raghav Beeram was appointed as Additional Director & Executive Director w.e.f. 07.05.2015 to hold office upto the date of ensuing Annual General Meeting and Mr. Sreerama Koteswara Rao Surapaneni as Additional Director under independent category w.e.f. 10.08.2015 to hold office upto the date of ensuing Annual General Meeting.

Mr. Vijay Vardhan Tatipaka has resigned as Director w.e.f. 10.08.2015 and Ms. Kamala Kumari Tamada has resigned as Company secretary w.e.f. 01.08.2015 due to their pre-occupations. The Board placed on record its sincere appreciation for the valuable services rendered by them during their tenure.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

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.

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. The Company has not declared any dividend since its inception and hence the transfer of any unpaid /unclaimed dividend to the credit of the Investor education and Protection Fund does not arise.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JOINT VENTURES:

The company is not having any subsidiaries / associates / joint ventures.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014,an extract of annual return in MGT 9 as at 31st March 2015 forms part of this Annual Report as Annexure A.

AUDITORS:

STATUTORY AUDITORS:

M/s. L N P & Co, Chartered Accountants, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re- appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. L N P & Co, as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

INTERNAL AUDITORS:

M/s. K P & Associates, Chartered Accountants, Hyderabad are the internal Auditors of the Company.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S.S. Reddy & Associates., Practicing Company Secretaries is annexed to this Report as Annexure C.

QUALIFICATIONS IN AUDIT REPORTS:

Nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134(3)(m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

i. Research and Development (R&D): Your company has started a Bioanalytical Lab in the new premises. Bioanalytical research laboratory is designed with state of the art facility equipped with advanced analytical instrumentation having 2 processing labs and 4 LC-MS/MS labs, which can accommodate up to 12 LC- MS/MS. Jeevan Scientific offers a unique combination of highly trained workforce enabled with well-equipped bioanalytical research and development (R&D) laboratory.

ii. Technology absorption, adoption and innovation: There was considerable technology absorption,adoption and innovation with the addition of the above equipment in the new facility the results of which can be seen in the years to come.

C. Foreign Exchange Earnings and Out Go:

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflow: Please refer to note no.1 of notes to financial statements.

DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The properties and assets of your Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from The Karur Vysya Bank Ltd. Personal Guarantees was given by Mr. Krishna Kishore Kuchipudi, Executive Vice Chairman without any consideration for obtaining Bank Guarantees.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at http:// www.jeevanscientific.com.

Your Directors draw attention of the members to Note 22 to the financial statement which sets out related party disclosures.

FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 10th day of August 2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors. The company has 5 (Five) non-independent directors namely: i.) Mr Gopi Krishna Kilaru - Managing Director Cum CFO, ii.) Mr Krishna Kishore Kuchipudi - Executive Vice Chairman, iii) Mr. Rajendra Prasad Muppavarapu- Whole time director, iv. Mr Raghav Beeram- Whole time director and Mrs. Vanaja Kuchipudi - Non Executive Director The meeting recognized the significant contribution made by non-independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:

- Preparedness for Board/Committee meetings

- Attendance at the Board/Committee meetings

- Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

- Monitoring the effectiveness of the company's governance practices

- Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

- Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, a remuneration of Rs. 12,00,000/- is being paid to Mr. Gopi Krishna Kilaru, Managing Director of the Company and a remuneration of Rs. 12,00,000/- is being paid to Mr. Krishna Kishore Kuchipudi, Whole Time Director and a remuneration of Rs. 12,00,000/- is being paid to Mr. Rajendra Prasad Muppavarapu, Whole Time Director of the Company.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Bombay Stock Exchange where the Company's Shares are listed.

REPORT ON CORPORATE GOVERNANCE:

A detailed report on corporate governance prepared in substantial compliance with the provisions of the listing agreement with stock exchange together with the auditors certificate regarding the compliance of conditions of corporate governance forms part of the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis report for the year under review has stipulated under clause 49 of the listing agreement with the stock exchange in India is presented in a separate section forming part of the annual report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013

General: There is no change in the nature of the business of the company. There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

There are no significant material orders passed by the regulators/courts which would impact the going concern status of the Company and its future operations.

Your directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at work place.(Prevention, prohibition and Redressal act, 2013)

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, The Karur Vysya Bank, Oriental Bank of Commerce, Andhra Bank and State Bank of India etc. for their continued support for the growth of the Company.

For and on behalf of the Board

Jeevan Scientific Technology Limited

Sd/-

Gopi Krishna Kilaru

Place: Hyderabad Managing Director

Date : 10.08.2015 DIN No. 02376561


Mar 31, 2014

Dear members,

The Directors present herewith the Sixteenth Annual Report and the audited accounts for the Year ended 31st March 2014 together with the Auditors'' Report thereon.

1) FINANCIAL RESULTS:

(Rs. In lakhs) 2013-2014 2012-2013

Turnover 647.09 129.28

Profit/ (Loss) before depreciation and Tax 50.02 (194.84)

Depreciation 27.28 26.63

Profit/ (Loss) after depreciation and before Tax 22.74 (221.47)

Tax 0 0

Profit/ (Loss) after Tax 22.74 (221.47)

3) DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Smt. K. Vanaja and Sri. T. Ravi Babu retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

During the year under review, Sri. D. Seetharamaiah (resigned on 10.06.2013) and Sri. Ch. Udaya Kumar (resigned on 31.03.2014) have resigned from the Board due to their preoccupations. The Board also noted that, with the vacation of office of directorship of Sri. Ch. Udaya Kumar, the alternate director Sri. T. Chalapathi Rao is ceased to be vacated. The Board expressed their gratitude towards the services rendered by them during their tenure.

The board appointed Sri. A. Vijay Kumar and Sri. T. Vijay Vardhan as Additional Directors of the company to hold office till the conclusion of the next annual general meeting of the company. The Board received notice from one of the members proposing their candidature to the office of director along with necessary deposit and the Board recommend their appointment for the approval of the members.

The Board also appointed Sri. M. Rajendra Prasad as additional director on 31st march 2014 and appointed him as whole time director in the Extra Ordinary General meeting held on 19th day of May 2014.

M. Rajendra Prasad- Executive Director:

At Jeevan, has the vision of developing Jeevan as a fully functional CRO. Prasad is an excellent strategist, and a prudent decision maker with insightful and articulate vision. Prasad has been an exemplary leader in establishing and maintaining long-term business relationships. Before joining with Jeevan, Prasad was associated with Veeda Clinical Research as Chief Business Officer.

He had been associated with Veeda since its inception in 2004, in various leadership roles and had contributed immensely in the growth of Veeda both in "Technical" and "Business" fronts. He has a diversified experience and knowledge of various functional domains in the CRO industry including clinical operations, BA/ BE studies, data management and bioanalytical.

He has lead the team in research and development and has hands on experience in developing and validating various bioanalytical methods. Prasad has a rich experience of more than 20 years in pharmaceutical and CRO industry and has worked in several leading names in the industry including GVK Bio, Aurobindo Pharma, Cadila Pharma, Lambda Therapeutics, Sun Pharma and Vimta Labs. He is a well-known "team builder" in CRO industry. Prasad holds a Master´s Degree in Pharmacy.

4) DIVIDEND:

As there are no profits during this year your directors do not propose any dividend for the year.

5) AUDITORS:

The Statutory Auditors of M/s. L N P & Co., Chartered Accountants Hyderabad holds office till the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from the auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

6) REPLIES TO AUDITORS QUALIFICATION:

With regards auditor''s qualification in respect of employee Gratuity liability- In view of the small in number of Employees, company has not gone for actuarial valuation as per AS-15 Employee Benefit. However the company has provided the gratuity liability on estimated basis in accordance with payment of Gratuity Act.

7) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information U/S 217(i)(e) of the Companies Act, 1956 read within the report of the Board of Directors Rules 1988 and forming part of Directors report.

A. Details of Conservation of energy:

Company''s operations require the use of electrical energy for power supply to Computer systems and lighting and are not energy intensive. However the Company is taking adequate measures to reduce energy consumption where ever possible.

B. Technology absorption:

The Company has a high technology oriented center for development of software, which are comparable to International standards. The company has upgraded its skills of Microsoft Navision and Axapta to its latest versions, and also developed inherent skills required to integrate it to various other platforms. Further the Company has a team of dedicated and qualified manpower to develop quality software to meet the required standards.

C. Foreign Exchange Earnings and Outgo: During the year the company has earned Rs. 65.13 lakhs as income from IT Enabled Services in Foreign Exchange, and Foreign Exchange Outgo Rs. Nil.

8) LISTING OF SHARES IN STOCK EXCHANGES:

The Shares of the Company are listed at Bangalore Stock Exchange. The listing fee was paid up to date in the stock exchange.

9) CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a Certificate from the practicing Company Secretary regarding compliance of conditions on Corporate Governance, form part of the Annual Report.

10) FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public during the financial year 2013-14.

11) PERSONNEL:

None of the employees are covered under Sec.217 (2A) of the Companies Act 1956 read with (Particulars of the Company) Rules 1975 and forming part of the Directors Report for the Accounting year 2013-14.

12) INSURANCE:

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

13) HUMAN RESOURCES:

Human resources of the Company across all sections contributed significantly towards better performance and look forward for higher growth.

14) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company is having an Internal Audit System and M/s. K P & Associates, Chartered Accountants, Hyderabad are the Internal Auditors of the Company.

15) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company did not loose any of its key personnel during the year. The employees'' morale is high and adequate steps are being taken for continuous training of staff in new technologies to take up challenging assignments.

16) DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the members that the Audited Annual Accounts for the year ended 31st March 2014 are in full conformity with the requirements of Companies Act 1956. The Directors further confirm that:

a) In preparation of the Annual Accounts the applicable Accounting Standards have been followed with proper explanation wherever required.

b) The 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 loss of the Company for that period.

c) The Directors have 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.

d) The directors have prepared the Annual Accounts on a going concern basis.

17) INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

18) ACKNOWLEDGMENTS:

Your Directors wish to place on record their sincere thanks to all those who have supported your Company''s all round activities and contributed towards growth particularly Members, Bankers, Government Agencies, customers, staff members and all others involved with the Company.

For and on behalf of Board of Directors

Sd/- Sd/- Place: Hyderabad K. Krishna Kishore K. Gopi Krishna Date: 21.07.2014 Executive Vice Chairman Managing Director


Mar 31, 2013

Dear members,

The Directors present herewith the Fifteenth Annual Report and the audited accounts for the Year ended 31st March 2013 together with the Auditors'' Report thereon.

1) FINANCIAL RESULTS:

(Rs. In lakhs) 2012-2013 2011-2012

Turnover 129.28 336.31

Profit/(Loss) before depreciation and Tax (194.84) 25.52

Depreciation 26.63 21.70

Profit/(Loss) after depreciation and before Tax (221.47) 3.82

Earlier Year Tax- Fringe Benefit Tax 0 0.06

Profit/(Loss)after Tax (221.47) 3.76

3) DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Sri. Ch. Uday Kumar and Sri G. Bhanu Prakash retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. During the year under review, there is no change in the constitution of the Board.

4) DIVIDEND:

As there are no profits during this year your directors do not propose any dividend for the year.

5) AUDITORS:

The Statutory Auditors of M/s. K.S. Rao & Co., Chartered Accountants Hyderabad holds office till the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from the auditors to the effect that their appointment as Auditors, if made, would be withi n the limits under Section 224 (1-B) of the Companies Act, 1956.

6) AUDITORS QUALIFICATION:

With regards auditor''s qualification in respect of employee Gratuity liability- In view of the small in number of Employees, company has not gone for actuarial valuation as per AS- 15 Employee Benefit. However the company has provided the gratuity liability on estimated basis in accordance with payment of Gratuity Act.

The Board is aware that the Company''s Current libilities exceeded its total assets by Rs.1.26 Crores and that the accumulated losses have exeeded 50% of the Networth of the Company.

However the above qualification of the auditors should be viewed with all the positive aspects raised in the director''s report vis-a-vis various business verticals and the potential for growth.

Keeping the above in view and the positive trends/ work orders in hand the Board is confident that the Company is a going concern.

Confirmation of balances in respect of Trade Receivables amount to Rs.3,65,40,840/-. The Board is confident that these outstanding are good debts and there is no bad debts element and therefore no adjustment in the Balance sheet and Profit and Loss account is envisaged.

7) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information U/S 217(i)(e) of the Companies Act, 1956 read within the report of the Board of Directors Rules 1988 and forming part of Directors report.

A Details of Conservation of energy: Company''s operations require the use of electrical energy for power supply to Computer systems and lighting and are not energy intensive. However the Company is taking adequate measures to reduce energy consumption where ever possible.

B. Technology absorption:

The Company has a high technology oriented center for development of software, which are comparable to International standards. The company has upgraded its skills of Microsoft Navision and Axapta to its latest versions, and also developed inherent skills required to integrate it to various other platforms. Further the Company has a team of dedicated and qualified manpower to develop quality software to meet the required standards.

C. Foreign Exchange Earnings and Outgo: During the year the company has earned Rs. 39.19 lakhs as income from IT Enabled Services in Foreign Exchange, and Foreign Exchange Outgo Rs. 22.31 lakhs.

8) LISTING OF SHARES IN STOCK EXCHANGES:

The Shares of the Company are listed at Bangalore Stock Exchange. The listing fee was paid up to date in the stock exchange.

9) CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a Certificate from the practicing Company Secretary regarding compliance of conditions on Corporate Governance, form part of the Annual Report.

10) FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public during the financial year 2012-13.

11) PERSONNEL:

None of the employees are covered under Sec.217 (2A) of the Companies Act 1956 read with (Particulars of the Company) Rules 1975 and forming part of the Directors Report for the Accounting year 2012-13.

12) INSURANCE:

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

13) HUMAN RESOURCES:

Human resources of the Company across all sections contributed significantly towards better performance and look forward for higher growth.

14) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company is having an Internal Audit System and M/s. K P & Associates, Chartered Accountants, Hyderabad are the Internal Auditors of the Company.

15) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company did not loose any of its key personnel during the year. The employees'' morale is high and adequate steps are being taken for continuous training of staff in new technologies to take up challenging assignments.

16) DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the members that the Audited Annual Accounts for the year ended 31st March 2013 are in full conformity with the requirements of Companies Act 1956. The Directors further confirm that:

a) In preparation of the Annual Accounts the applicable Accounting Standards have been followed with proper explanation wherever required.

b) The 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 loss of the Company for that period.

c) The Directors have 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.

d) The directors have prepared the Annual Accounts on a going concern basis.

17) INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

18) ACKNOWLEDGMENTS:

Your Directors wish to place on record their sincere thanks to all those who have supported your Company''s all round activities and contributed towards growth particularly Members, Bankers, Government Agencies, customers, staff members and all others involved with the Company.

For and on behalf of Board of Directors Sd/- Sd/- Place: Hyderabad K. Krishna Kishore K. Gopi Krishna Date: 29.05.2013 Executive Vice Chairman Managing Director


Mar 31, 2012

Dear members,

The Directors present herewith the Fourteenth Annual Report and the audited accounts for the Year ended 31st March 2012 together with the Auditors'' Report thereon.

1) FINANCIAL RESULTS:

(Rs. In lakhs) 2011-2012 2010-2011

Turnover 336.31 246.75

Profit before depreciation and Tax 25.52 23.73

Depreciation 21.70 17.39

Profit after depreciation and before Tax 3.82 6.34

Earlier Year Tax- Fringe Benefit Tax 0.06 0.02

Profit after Tax 3.76 6.32

2)MANAGEMENT DISCUSSIONS & ANALYSIS:

This report contains financial review, opportunities, challenge, outlook etc.

i) FINANCIAL REVIEW:

Income earned to the extent of Rs. 336.31 lakhs as against 246.75 lakhs of previous year.

ii) PERFORMANCE:

During the year under review your company recorded a turnover of Rs. 336.31 Lakhs as against Rs.246.75 Lakhs for the previous financial year. The turnover includes the ERP modules sales, Medical writing services, Corporate and Students training programs, and income from Study centers, Annamalai University multimedia programs, International Staffing Services and Domestic Staffing Services. The Business plan is to ensure at least two fold growth of business in the coming year(s) with the stable revenues.

During the financial year under report, ERP division in a phased manner sold ERP modules, which have given us high yields to enhance the top line revenues.

During the Financial Year under report, Education Division created status for your company as "NATIONAL COORDINATOR" cum "TECHNICAL COLLABORATOR" for ANNAMALAI UNIVERSITY having created 35 additional learning centers to promote and conduct PG/UG/Diploma/Certificate programmes related to Media Management, Fine arts, Media Graphics, Animation, Film & TV. Annamalai University is one of the leading Unitary and Residential Universities in India to offer various disciplined University programmes under distance education across the country. Annamalai University has attained the status as one of the leading Universities to have more than 500 programmes offered through distance educational programmes. Under this new Business arrangement, Education division have scaled up its Network of Centers presence across India from existing 25 centers in last financial year to current FY 2011-12 to 60 Learning centers, so as to generate more admissions for the above disciplined programs.

During this financial year under review, your company as a SIFY channel partner have played a significant role and made its mark as one of the best authorized i-Test Center facility at Hyderabad to conduct all kinds of online assessment examinations for professional bodies like Institute of Company Secretaries of India (ICSI), UIDAI – Government of India, Aadhar operator''s online examinations along with conduction of various IIBF & IBPS - JAIIB, CAIIB and Banking personnel inter office promotion examinations.

Education division: Future focus is to get established as one of the Leading Service provider for University Education Services and aim to reach the magical figure of 100 learning centers during the FY 2012-13 for promoting the technically collaborated media and entertainment industry related programmes of Annamalai University. Education division of your company has devised strategic plans to have close to 500 students on board for the University of Madras and Annamalai University Technically Collaborated Programmes under distance education mode. Education division also have plans to explore new association possibilities with universities and premier business schools and eyeing for a tie-up to promote Management & IT programs. Education division is widening its operations through establishing comprehensive & unique business models across India to generate assured revenue engines to boost the top line of your company in the coming years.

During the Financial Year under report Staffing services have added several new client''s to name few, Beam telecom, Brother International, System tech, Applied Dev, AGC Networks, HDFC Std Life Insurance, Lenovo, Karvy Group of Companies, SBI Life Insurance with clear cut segregation into different verticals like BFSI, I T, ITES, Logistics companies. Focused approach and efforts by staffing division is now reaping satisfactory results and revenues.

Future focus is to add more MNCs and Top IT clients & increase fulfillment capability in permanent staffing services to the clients. Our Immediate plans are also to commence the Contract staffing services to boost our Top line sales. Staffing services division has created innovative business plans to increase the revenues and capture the market share in providing complete HR solutions. Staffing Services division is working strong to scale up the business to greater heights. International Staffing Division has done excellent in the first year of its operations and is looking at increasing the sales in the next financial year by achieving more contracts with MNCs.

Further your company has started a new division, Clinical Research Services to cater the Clinical Medical Writing, Clinical Data Management & Clinical Bio-statistics to various clients around the globe. This area has a vast potential and your company is looking to partner with major pharmaceutical giants in the world. Your company has made agreements with the following companies in India & abroad:

1. Eli Lily, Taiwan

2. Boerhinger Ingelheim, Germany

3. Medavante, USA

4. Novo Nordisk, India

5. Pfizer, India

A. OPPORTUNITIES:

Your Company could visualize increasing opportunities in exploring new avenues in Education Sector, Staffing Services both in Domestic and International and Clinical Research Services. The marketing efforts of the company received an encouraging response.

B. CHALLENGES:

Your Company faces normal market competition in all its business from domestic and overseas companies. Our business strategies and global competitive cost position have enabled us to retain the market position and maintain operating margin and enhance long term, even under difficult operating conditions for the I.T industry, Pharmaceutical and Education Sectors also we intend to diversify and explore other areas to achieve higher revenues. We endeavor to enhance its competitive advantage through a process of continuous improvements and by implementing appropriate business strategies.

C. OUTLOOK:

The outlook for margins in current scenario will depend upon global demand and supply trends in the pharmaceutical / education industry. We intend to extend our educational programs and explore the new avenues and opportunities by entering in to tie-up arrangements with more national and International Universities. In the Clinical research services area we plan to extend our services to a variety of pharmaceutical industries around the world covering all the therapeutic areas.

D. ADEQUACY OF INTERNAL CONTROL: Your company has internal auditors to ensure that internal control systems are in place and all assets are safeguarded and protected against loss. An extensive program of Internal Audit and reviews supplement the internal control systems by management & documented policy guidelines and procedures. The internal control systems are designed to ensure that the financial records are available for preparing financial statements and other data and maintaining accountability of assets.

E. QUALITY:

Our Motto is to ensure total Customer Satisfaction. Proactive efforts are directed towards determining customers'' requirements and achieving all round customer satisfaction. This is primarily achieved through automated systems, high attention to complaint resolution online communication and information exchange, quality circles and adoption of programs.

F. HUMAN RESOURCES DEVELOPMENT (HRD):

Yours is a young Company, with human resources of an average age of 30 years for its employees as on March 31, 2012. Right from the beginning the Company got good HRD policies for retaining manpower.

G. LEARNING & TRAINING:

Training Programmes have been devised to develop cross-functional skills.

3) DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Smt. K. Vanaja and Sri T. Ravi Babu retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

During the year under review, there is no change in the constitution of the Board.

4) DIVIDEND:

As there is marginal operational surplus during this year your directors do not propose any dividend for the year.

5) AUDITORS:

The Statutory Auditors of M/s. K.S. Rao & Co., Chartered Accountants Hyderabad holds office till the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from the auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1-B) of the Companies Act, 1956.

6) AUDITORS QUALIFICATION:

With regards auditor''s qualification in respect of employee Gratuity liability, in view of the small in number of Employees, company has not gone for actuarial valuation as per AS-15 Employee Benefit. The company has provided the gratuity liability on estimated basis in accordance with payment of Gratuity Act.

Similarly in respect of conformations from Sundry debtors and for Loans and Advances the directors are of the opinion that they are fully recoverable during the course of business.

7) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information U/S 217(i)(e) of the Companies Act, 1956 read within the report of the Board of Directors Rules 1988 and forming part of Directors report.

A. Details of Conservation of energy: Company''s operations require the use of electrical energy for power supply to Computer systems and lighting and are not energy intensive. However the Company is taking adequate measures to reduce energy consumption where ever possible.

B. Technology absorption:

The Company has a high technology oriented center for development of software, which are comparable to International standards. The company has upgraded its skills of Microsoft Navision and Axapta to its latest versions, and also developed inherent skills required to integrate it to various other platforms. Further the Company has a team of dedicated and qualified manpower to develop quality software to meet the required standards.

C. Foreign Exchange Earnings and Outgo: During the year the company has earned Rs. 216.36 lakhs /- as income from IT Enabled Services in Foreign Exchange, and Foreign Exchange Outgo— Nil.

8) LISTING OF SHARES IN STOCK EXCHANGES:

The Shares of the Company are listed at Bangalore Stock Exchange. The listing fee was paid up to date in the stock exchange.

9) CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a Certificate from the practicing Company Secretary regarding compliance of conditions on Corporate Governance, form part of the Annual Report.

10) FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public during the financial year 2011-12.

11) PERSONNEL:

None of the employees are covered under Sec.217 (2A) of the Companies Act 1956 read with (Particulars of the Company) Rules 1975 and forming part of the Directors Report for the Accounting year 2011-12.

12) INSURANCE:

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

13) HUMAN RESOURCES:

Human resources of the Company across all sections contributed significantly towards better performance and look forward for higher growth.

14) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company is having an Internal Audit System and M/s. K P & Associates, Chartered Accountants, Hyderabad are the Internal Auditors of the Company.

15) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS: The Company did not lose any of its key personnel during the year. The employees'' morale is high and adequate steps are being taken for continuous training of staff in new technologies to take up challenging assignments.

16) DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the members that the Audited Annual Accounts for the year ended 31st March 2012 are in full conformity with the requirements of Companies Act 1956. The Directors further confirm that:

a) In preparation of the Annual Accounts the applicable Accounting Standards have been followed with proper explanation wherever required.

b) The 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 Profit of the Company for that period.

c) The Directors have 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.

d) The directors have prepared the Annual Accounts on a going concern basis.

17) INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

18) ACKNOWLEDGMENTS:

Your Directors wish to place on record their sincere thanks to all those who have supported your Company''s all round activities and contributed towards growth particularly Members, Bankers, Government Agencies, customers, staff members and all others involved with the Company.

For and on behalf of Board of Directors

Place: Hyderabad Sd/- Sd/- Date: 13.08.2012 K. Krishna Kishore K. Gopi Krishna Executive Vice Chairman Managing Director

 
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