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Directors Report of Trans Medicare Ltd.

Mar 31, 2015

Dear Members

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

FINANCIAL RESULTS:

(Rs.In Lakhs)

Particulars 2014-2015 2013-2014

Net sales/Income 0.00 0.00

Total Expenditure 24.64 16.74

Gross Operating Profit (24.64) (16.74)

Interest and Finance charges 0.00 0.00

Depreciation 4.21 0.00

Loss on sale of Assets 0.00 0.00

Profit before Tax/loss (172.69) (16.75)

Provision for Tax 0.00 0.00

Net profit/Loss (172.69) (16.75)

Paid -up Equity share capital 515.87 515.87

Earnings Per Share (3.35) (0.32)

DIVIDEND

On account of the loss by the Company during the current financial year, the Board of Directors do not recommend a dividend for the year 2014-15.

SHARE CAPITAL

The Paid up Equity Share Capital as on March 31, 2015 was Rs.5.15 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

FIXED DEPOSITS:-

The Company has not accepted any fixed deposits during the year under report.

LISTING :-

The Equity Shares of your company are listed on Bombay Stock Exchange Limited. There are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 2014-15 five(5) Board Meetings were held and one independent directors meeting was held on 10.02.2015 as required under the schedule IV of Companies Act, 2013.

The dates on which the Board meetings were held are 11.04.2014, 14.07.2014, 30.07.2014, 05.09.2014, and 05.11.2014.

DIRECTORS

In accordance with the Companies Act, 2013 read with the Articles of Association of the Company, Mrs.Urvashi Ramesh, retires by rotation and being eligible offers herself for re-apoointment.

During the period under review, Directors Mr. Lakshmi Ram Lakhavathu and Mr. Marthi Soma Sekhar resigned and from the Board with effect from 25th April, 2015 and 3rd November, 2015, respectively. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the company.

Further, in terms of Section 149 read with Section 152 of the Companies Act, 2013, an independent director is now not required to retire by rotation , and may be appointed on the Board of Company for maximum two terms of up to five years each. Accordingly, it is proposed to appoint existing independent, non-executive director namely, Mr. Rajath Patankar, for an intial term of five years, effective from 1st March, 2015. The Independent Director confirmed his independence in terms of the requirements of Companies Act, 2013.

RE-APPOINTMENT OF INDEPENDENT DIRECTOR UNDER SECTION 149(10) OF THE COMPANIES ACT, 2013

Mr.Rajath Patankar, Director who was appointed as an Independent Director liable to retire by rotation, the Company has received individual notice from shareholder(s) proposing himas an Independent Director not liable to retire by rotation. The Board recommends the appointment of Mr.Rajath Patankar, Director as an Independent Director and liable to retire by rotation and to hold office from the date of appointment.

SECRETARIAL AUDIT

Your Company appointed M/s.Marthi & co, Practising Company Secretaries,(C.P.No.) Hyderabad to conduct the Secretarial Audit of the Company as per the provisions under section 204(1) of the Companies Act, 2013 and other laws as applicable for the financial year 2014-15.The Report in Form MR-3 is enclosed as Annexure-1 to this Annual Report and there are no adverse observations by the Secretarial Auditors..

AUDIT COMMITTEE

Audit Committee consists of the following Directors namely Mr.Marthi Soma Sekhar and Mr.Rajath Patankar.

The Audit Committee is being reconstituted since Sri Marthi Soma Sekhar has resigned w.e.f., 3rd November, 2015.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

STATUTORY AUDITORS

The Statutory Auditors ,M/s.B.Srinivasa Rao & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Your Directors propose the re-appointment of M/s. B.Srinivasa rao & Co., as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

M/s. B.Srinivasa Rao & Co, Chartered Accountants(Regn.No.) have issued Auditors' Report for the Financial Year ended 31st March, 2015 and there are no qualifications in Auditors' Report.

PUBLIC DEPOSITS

During the year under review, your company has neither invited nor accepted any deposits from the public.

CHANGE IN THE NATURE OF BUSINESS

There is no cange in the nature of business of the Company.

STATEMENT UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration of more than Rs.60 lacs or drawing remuneration of Rs.5 lacs per month if employed part of the year as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) rules 2014 as per Annexure-3 to this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, 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 judgements 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 i.e.31st March, 2015 and of the profit and loss of the Company for that period.

c. The directiors had taken proper and sufficient care for the maintainnace 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 had prepared the annual accounts on a going concern basis; and

e. 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.

TRANSFER OF AMOUNT TO RESERVES

As the company reported Loss after tax, the company does not propose to transfer any amount to reserves.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

Management discussion and analysis of the financial condition and results of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with the Stock Exchangews, is given as separate statement in the Annual report.

OTHER INFORMATION

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 30.05.2015 and recommended the same for the approval of the Boarde of Directors.

INFORMATION TO BE FURNISHED UNDER COMPANIESN (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES, 2014:

Disclosure of information under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Directors Report as per Annexure-7 to this Annual Report

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance is enclosed as Annexure 2 forming part of the Annual Report

A certificate from a firm of Chartered Accountant in whole time practice confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this report as Annexure 4.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) The operations of the company are not power intensive nevertheless the company continues its efforts to minimize energy wherever practicable by economizing on the use of power at the offices

(B) Technology absorption NIL

( C ) Foreign exchange earnings NIL

(D) Foreign exchange outflow NIL

RELATED PARTY TRANSACTIONS

There were no transactions which have been entered into with related parties of the Directors or the Key Managerial Personnel of the company.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration ) Rules , 2014 is enclosed as Annexure-4 to this Annual report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS /KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The Information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 are not applicable since the directors are not drawing any salary from the company as the company does not have any operations. Further the directors are provided sitting fee only for attending board meetings. The details of the sitting fee and other perks are mentioned in the corporate governance report.

AUDITORS:-

(A) STATUTORY AUDITORS:-

In terms of the sub-section (2) of section 139 of the Companies Act, 2013 (effective from 01-04-2014) no Listed company shall appoint or re-appoint an Auditing Firm as the Auditor for more than two terms of five consecutive years. Provided that the firm is eligible to be appointed or re-appointed in the same company after five years from the completion of existing term. In pursuance of the above, every listed company shall comply with this requirement within a transitional period of three years from the date of Commencement of the Act i.e. 1st April, 2014.

M/s. B Srinivasa Rao & Co, the existing Auditors, have been appointed in the Year 2010-11, as the Statutory Auditors of the Company for auditing the annual financial statements of the company from the financial year 2010-11. The company would like to comply with this new provision within said transitional period of three years. In the meantime, the company proposes to re-appoint M/s. B Srinivasan Rao & Co., as Statutory Auditors for the financial year 2014-15.

(B) SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Marthi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2014-2015. The Secretarial Audit Report is appended to this report.

AUDITORS REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31st March, 2015.

THE BOARD OF DIRECTORS

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchange, appointed Mr. Rajath Patankar, as Independent Director of the Company.

As per Section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mrs. Urvashi Ramesh is retiring by rotation at the AGM and is offering herself for re-appointment.

The Brief profile of the directors seeking appointment /re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

CMD's DECLARATION

Pursuant to the provision of clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Chairman & Director of the company declaring that all the members of the Board and the senior Management personnel of the company have affirmed compliance with the code of conduct of the company, is enclosed as Annexure 3 of this report.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from customers, banks, suppliers, shareholders, Central and state Governments and other statutory authorities and others associated with the Company.Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all lebels, which enabled the Company to achieve sustained growth in the aoperational performance during the year under review.

By order of the Board of Directors For Trans Medicare Limited

Sd/- (Haridass Ramesh) Chairman&Director DIN No:00107388

Place : Hyderabad Date : 03.11.2015

Registered Office:

H.No.3-179/NR, Plot No.179, Guttalabegampet-S1, Phase II, Kavuri Hills, Madhapur, Hyderabad-500081. CIN:L24230AP1989PLC009458 Email :info@transmedicare.co.in Website:www.transmedicare.co.in Ph No.: 040-4902 1239


Mar 31, 2014

Dear Members,

The directors are pleased to present your company''s 25th Annual Report for the Financial Year 2013-14 together with Audited Balance Sheet as at 31st March, 2014 and Profit & Loss for the year ended on that date.

FINANCIAL HIGHLIGHTS 2013-14

The Company could not recommence its operations due to lack of financial resources. However your Directors are exploring other possibilities of reviving the company.

DIVIDEND

The Board of Directors are unable to declare any dividend, since there are no profits for the Company.

DEPOSITS

The Company has not accepted any Deposits from the Public during the year pursuant to Section 58A of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures from the same.

2. Directors have selected the appropriate Accounting Policies and applied consistently and have 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 as at 31st March 2014, and of the profit of the Company for that period.

3. Proper and sufficient care has been taken 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.

4. The Annual Accounts have been prepared on a going concern basis.

THE BOARD OF DIRECTORS

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchange, appointed Mr. Soma Sekhar Marthi, Mr.Lakshmi Ram Lakhavathu and Mr. Rajath Patankar, as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Ms. Urvashi Ramesh is retiring by rotation at the AGM and is offering herself for re-appointment. The Brief profile of the directors(s) seeking appointment /re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

AUDITORS

In terms of the sub-section (2) of section 139 of the Companies Act, 2013 (efective from 01-04-2014) no Listed company shall appoint or re-appoint an Auditing Firm as the Auditor for more than two terms of five consecutive years. Provided that the firm is eligible to be appointed or re-appointed in the same company after five years from the completion of existing term. In pursuance of the above, every listed company shall comply with this requirement within a transitional period of three years from the date of Commencement of the Act i.e. 1st April, 2014.

M/s. B Srinivasa Rao & Co, the existing Auditors, have been appointed in the Year 2010-11, as the Statutory Auditors of the Company for auditing the annual financial statements of the company from the financial year 2010-11 . The company would like to comply with this new provision within said transitional period of three years. In the meantime, the company proposes to re-appoint M/s. B Srinivasa Rao & Co., as Statutory Auditors for the financial year 2014-15.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the listing agreement, a report on Management Discussion & Analysis is enclosed as Annexure 1 to this report.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the stock exchanges, a separate report on Corporate Governance is enclosed as Annexure 2 forming part of the Annual Report

A certificate from a firm of Chartered Accountant in whole time practice confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this report as Annexure 4.

CMD''s DECLARATION

Pursuant to the provision of clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Chairman & Director of the company declaring that all the members of the Board and the senior Management personnel of the company have affirmed compliance with the code of conduct of the company, is enclosed as Annexure 3 of this report.

INDUSTRIAL RELATIONS

Your company enjoys cordial employee relations, marked by empowerment and delegation.

ADDITIONAL INFORMATION

Information pursuant to Section 217(e) & (2A) of the Companies Act, 1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given below.

A. Conservation-of Energy the Operations of the Company are not energy intensive. However, adequate measures have been taken to conserve and reduce the energy consumption by using energy efficient hardware and other equipment. Air conditioners are used only when required and air-conditioned areas have been treated with heat resistant material like sun control film to reduce heat absorption. We believe that energy saved is energy produced.

B. Research & Development and Technology Absorption:

C. Foreign Exchange Earnings and Outgo:

D. Particulars of Employees/Personal: "No Employee of the company was in receipt of remuneration during the financial year 2013-14 in excess of the sum prescribed under section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rule, 1975."

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the unstinted support extended by the esteemed Customers, Bankers and Institutions.

Your Directors also are pleased to record their appreciation for the services rendered by the employees at all levels in bringing about a better performance.

Your directors express thanks to the Company''s Shareholders, and the Investors for their sustained confidence in the Management of the Company.

For and on behalf of the Board M/s. Trans Medicare Limited

Sd/- Sd/- Date:05.09.2014 Haridass Ramesh Urvashi Ramesh Place: Hyderabad Chairman &Director Director DIN: 00107388 DIN: 02458629


Mar 31, 2013

To The Members

The Directors have great pleasure in presenting their 24*1 Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March 2013.

Financial Results:

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

Rs. in Lakhs

Particulars 2012-2013 2011-2012

Sales & other income 0.00 0.00

Total Expenditure 40.66 8.37

Profit/(Loss) before extraordinary item (40.66) (8.37)

Add: Excess Provision of Interest written back 0.00 0.00

Add/Less: Prior period expenses /(-)income 0.00 0.00

Profit/(Loss) for the year (40.66) (8.37)

Operations

The company could not recommence its operations due to lack of financial resources. However, your Directors are exploring other possibilities of reviving the company.

Dividend

Since the company is incurring losses your Directors cannot recommend any dividend for the year under review.

Scheme of Arrangement

Your Directors at the Board Meeting held on 8th August 2013 have considered a Scheme of Arrangement for Reorganisation and Restructuring of the capital of the company and also amalgamation of M/S TSS Projects and Industries Private Limited and Transfreight Shipping and Allied Services Private Limited with the company. The company is in the process of taking further steps in this regard.

Your Directors are confident that with the Scheme of Arrangement the company would come back on to its rails and would pave the way for upward growth.

Directors

Appointments by rotation

In accordance with the provisions of the Companies Act, 1955 read with the Article of Association of the Company, Mr. Haridass Ramesh and Mr. Lakshmi Ram Lakhavathu, Directors of the company will retire by rotation at this meeting and being eligible, offer themselves for reappointment. Your Board recommends their re-appointment. The Board of Directors at their meeting held on December 1, 2012 appointed Mr. Soma Sekhar Marthi as an Additional Director of the company who ceases to be a Director at this Annual General Meeting. Your Board recommends his appointment as an Independent Director whose period of office shall be liable to retire by rotation.

Cessation:

During the year Mr. Mahender Kurre has expressed his inability to continue as a Director due to his other commitments.

Directors'' Responsibility Statement:

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

i. In the preparation of the annual accounts for the financial year ended March 31, 2013. The applicable Accounting Standards have been followed along with proper explanations relating to material departures:

ii. 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 a fair view of the state of affairs of the company as at March 31, 2013 and of the profit or loss of the company for the said period.

iii. that the directors had taken proper and sufficient care for 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. The directors had prepared the annual accounts for the financial year ended March 31, 2013 on a "going concern" basis.

Auditors

M/s B. Srinivasa Rao & Co., the Statutory Auditors of the company will retire at the conclusion of this Annual General Meeting. They are offered themselves for re-appointment as statutory auditors and have confirmed that their re- appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The notes to Accounts forming part of the financial statements are self explanatory and need no further explanation.

internal Control Systems and their adequacy

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the company''s business. The company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. The internal Auditor of the company conducts the audit on regular basis and the Audit Committee actively reviews internal reports and effectiveness control system.

Public Deposits:

During the year under review, your company has neither invited nor accepted any fixed deposits from the public.

Particulars of Employees

There are no employees whose particulars pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 are to be disclosed.

Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo:

In accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is provided in Annexure I forming part of this report.

Corporate Governance:

The Corporate Governance Report as per the Clause 49 of the Listing Agreement is enclosed. The Management Discussion and Analysis Report, as mandated under the code of Corporate Governance, is given in the Annexure attached to the Director''s Report.

Acknowledgments:

The Directors of your company thank the Central and State Government and their concerned Departments / Agencies / Regulatory Authorities for their continued support and co-operation. The Directors also wish to place on record the support extended by various Banks, financial Institutions and every stakeholder of the company,



By order of the Board

For TRANS MEDICARE LIMITED



HARIDASS RAMESH

DIRECTOR

Place: Hyderabad

Date: 08,08.2013


Mar 31, 2012

To The Members,

The Directors have great pleasure in presenting their 23rd Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March 2012.

Financial Results:

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

Rs. in Lakhs

Particulars 2011-2012 2010-2011

Sales & other income 0.00 0.09

Total Expenditure 8.37 4.80

Profit/{Loss) before extraordinary item (8.37) (4.71)

Add: Excess Provision of Interest written back 0.00 0.00

Add/Less: Prior period expenses /(-) income 0.00 0.00

Profit/(Loss) for the year (8.37) (4.71)

Operations:

In view of the inability of the company to raise the necessary finances the Company was not able to re-commence its operations and hence there were no sales /turnover during the period under review. Your board is contemplating to take up trading activities as well as to lease the undertaking of the company so that some revenues can be generated.

AUDIT COMMITTEE:

The Company has a duly constituted Audit Committee and comprises of the following members:

1. Mr. Lakshmi Ram Lakavathu

2. Mr. Rajath Patankar

3. Mr. Mahender Kurre

During the year Mr. Mahender Kurre was inducted as the Member of the Committee.

Fixed Deposits:

The Company has not accepted any deposits in terms of section 58A of the Companies Act, 1956.

Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, is given in Annexure I forming part of this report. Particulars of Employees

There are no employees whose particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 are to be disclosed.

Directors Responsibility Statement:

As required under Section 217 (2A) of the Companies Act, the directors hereby conform that:

i. in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departure;

ii. the directors had selected such accounting policies and applied them consistently subject to provision of depreciation and made judgments and estimates that are reasonable and prudent so as to give a true and a fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period, in. the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis in view of the plans of the company to recommence the operations.

Corporate Governance

As per the Clause 49 of the listing Agreement, the Company has Audit Committee and shareholders Grievance Committee. The Corporate Governance Report is enclosed.

The Management Discussion and Analysis Report, as mandated under the code of Corporate Governance, is given in the Annexure attached to the Director's Report.

Directors

In accordance with the requirements of the Companies Act, 1956 and Article of Association of the Company, Mr. Rajath Patankar and Mrs. Urvashi Ramesh are liable to retire by rotation and eligible for re-appointment in the forthcoming Annual General Meeting.

Mr. Mahender Kurre was appointed as an additional Director of the Company effective April 21, 2012. Pursuant to provisions of Section 260 of the Companies Act, 1956, he shall hold office till the ensuing Annual General Meeting of the Company. In view of the same, it is proposed to appoint him as a Director of the Company in the forthcoming Annual General Meeting.

Mr. Soundara Rajan Komanduri resigned as Independent Director effective April 21, 2012.

Auditors

M/s B. Srinivasa Rao & Co., Chartered Accountants, Hyderabad will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.

Acknowledgments:

Your Directors wish to express their sincere gratitude for the continued co-operation and assistance extended to the company by the Maharashtra State Financial Corporation and other central and state government agencies. Your Directors also wish to thank all the employees of the Company for their unstinted efforts during the year.

By order of the Board

For TRANS MEDICARE LIMITED

Haridass Ramesh Urvashi Ramesh

Place: Hyderabad DIRECTOR DIRECTOR

Date: 13.08.2012

 
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