Directors Report of Soni Medicare Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Sixth Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2014

(Rs. In Lakhs)

2013-14 2012-13

Total receipts/ Income 1250.37 937.82

Operating profit before financial charges,

Depreciation & tax 184.82 170.82

Less : Financial charges 96.01 86.06

Depreciation 57.40 153.41 51.41 137.47

Net Profit (before tax) 31.41 33.35

Less : Provision for Tax 9.75 9.80

21.66 23.55

Less/Add : Deferred Tax Liability (current year) ( )0.14 ( )1.75

Net Profit 21.80 21.80

Surplus B/F from previous Year 220.23 198.43

Surplus C/F to Balance Sheet 242.03 220.23

WORKING OPERATION

During the year under review, the hospital unit provided all medical facilities with available high tech equipment and expertise of the consulting specialists and other paramedical staff and maintained high status in the line. Though there has been continued recessionary trend in economy greatly affecting the hospital services, your company has been able to serve comparatively better with all its high profile experts and consultants which made it possible to achieve satisfactory working results during the year under review. The company has been in the forefront for varied specialized medical services and, except under any unforeseen circumstances, some improved working results are expected during the current year.

STOCKEXCHANGES

The equity shares of company are listed with Jaipur, Delhi and Ahmedabad Stock Exchanges and annual listing fee for the current year is being paid.

BIMAL ROY SONI, ANJU SONI, who retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for reappointment/ appointment. Your Board recommends their re-appointments for your consideration, at the ensuing Annual General Meeting of the company. SUDHA GARG, ASHOK PURI, RAJ KUMAR SONI, KAMLAKAR SHARMA, PRAVEEN KUMAR SONI, PURSHOTAM DAS AGARWAL, SAIFY ARSIWALA removed due to non attending continuously board meeting sine last one year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of section 217 (2AA) of Companies Act, 1956,your directors hereby state:

1. that in the preparation of the annual accounts for the financial year ended 31st March 2014 the applicable accounting standards had been followed along with proper explanation relating to material departure;

2. that 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 of the company for that period;

3. that the directors had 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;

4. that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

An Audit Committee comprising Dr. Anju Soni, Shri Surendra Kumar Kala and Shri Sumer Chand Jain (Non-executive & independent), Members existed. Powers & functions of Committee are as provided in Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement.

CORPORATE GOVERNANCE

A separate report on Corporate Governance of the company is annexed to this report. A certificate from the auditors of the company regarding compliance of corporate governance as stipulated under clause 49 of the listing agreement is appended to the report on corporate governance. Affirmation from Chairman cum Managing Director regarding compliance of code of conduct has been given elsewhere in the Annual Report.

COMPLIANCE CERTIFICATE

A copy of Compliance Certificate obtained under provision of section 383 A(1). Proviso of Companies Act, 1956, is attached here to.

CHAIRMAN CUM MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

As required by Clause 49 of the Listing Agreement, the Chairman cum Managing Director and Chief Accounts Officer Certification is provided elsewhere in the Annual Report.

FIXED DEPOSIT

The company has not accepted any deposit from the public pursuant to provisions of section 58A of the Companies Act, 1956.

AUDITORS

Notes to the account as referred to in the auditors report are self explanatory and therefore do not call for any further comments or explanation.

M/s Tambi Ashok & Associates, chartered accountants retire at the ensuing Annual General Meeting and are eligible for their reappointment. They have furnished a certificate to the effect their proposed reappointment, if made, would be within the prescribed limit under section 139 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

None of the employees was covered under the provision of section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) and the said particulars are Nil.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

There is no unusual consumption of power, except for general lighting. There is no imported technology involved, as medical experts drawn from available sources in India are assisting in the hospital services being provided.

Foreign exchange Earning & Out go 2013-14 2012-13

Earning: Nil Nil

Expenditure: Nil Nil

ACKNOWLEDGMENT

Your directors wish to sincerely thank the Punjab National Bank, SIDBI, SBBJ, Bajaj Finance Ltd., Government Authorities, RBI, Financial Institutions and other Government Agencies for their excellent support and cooperation. The Directors also express their appreciation for the dedicated and sincere services rendered by all Consultant Doctors, officers and employees, which in turn enabled the company to win confidence from larger segment of public.

For on the behalf of Board of Directors Place: Jaipur Sd/- Dated: 30.05.2014 (Dr. B.R. Soni) Chairman & Managing Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Twenty Fifth Annual Report and Audited Statement of Accounts for the Financial year ended 31st March, 2013

Rs. In Lakhs)

2012-13 2011-12

Total receipts/ Income 937.82 913.33

Operating profit before financial charges,

Depreciation & tax 170.82 163.94

Less : Financial charges 86.06 73.20

Depreciation 51.41 137.47 51.34 124.54

Net Profit (before tax) 33.35 39.40

Less : Provision for Tax 9.80 7.97

23.55 31.43

Less/Add : Deferred Tax Liability (current year) (-)1.75 (-)1.50

Net Profit 21.80 29.93

Surplus B/F from previous Year 198.43 168.50

Surplus C/F to Balance Sheet 220.23 198.43

WORKING OPERATION

During the year under review, the hospital unit provided all medical facilities with available high tech equipment and expertise of the consulting specialists and other paramedical staff and maintained high status in the line. Though there has been continued recessionary trend in economy greatly affecting the hospital services, your company has been able to serve comparatively better with all its high profile experts and consultants which made it possible to achieve satisfactory working results during the year under review. The company has been in the forefront for varied specialized medical services and, except under any unforeseen circumstances, some improved working results are expected during the current year.

STOCK EXCHANGES

The equity shares of company are listed with Jaipur, Delhi and Ahmedabad Stock Exchanges and annual listing fee for the current year is being paid.

DIRECTORS

Dr. ASHOK PURI, Dr. PRAVEEN KUMAR SONI and DR. SAIFY ARSIWAL, who retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for reappointment/ appointment. Your Board recommends their re-appointments for your consideration, at the ensuing Annual General Meeting of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of section 217 (2AA) of Companies Act, 1956, your directors hereby state:

1. that in the preparation of the annual accounts for the financial year ended 31st March 2013 the applicable accounting standards had been followed along with proper explanation relating to material departure;

2. that 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 of the company for that period;

3. that the directors had 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;

4. that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

An Audit Committee comprising Dr. Ashok Puri (Non-executive & independent) Chairman, Shri Kamlakar Sharma and Shri Sumer Chand Jain (Non-executive & independent), Members existed. Powers & functions of Committee are as provided in Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement.

CORPORATE GOVERNANCE

A separate report on Corporate Governance of the company is annexed to this report. A certificate from the auditors of the company regarding compliance of corporate governance as stipulated under clause 49 of the listing agreement is appended to the report on corporate governance. Affirmation from Chairman cum Managing Director regarding compliance of code of conduct has been given elsewhere in the Annual Report.

COMPLIANCE CERTIFICATE

A copy of Compliance Certificate obtained under provision of section 383 A(1). Proviso of Companies Act, 1956, is attached here to.

CHAIRMAN CUM MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

As required by Clause 49 of the Listing Agreement, the Chairman cum Managing Director and Chief Accounts Officer Certification is provided elsewhere in the Annual Report.

FIXED DEPOSIT

The company has not accepted any deposit from the public pursuant to provisions of section 58A of the Companies Act, 1956.

AUDITORS

Notes to the account as referred to in the auditors report are self explanatory and therefore do not call for any further comments or explanation.

M/s Tambi Ashok & Associates, chartered accountants retire at the ensuing Annual General Meeting and are eligible for their reappointment. They have furnished a certificate to the effect their proposed reappointment, if made, would be within the prescribed limit under section 224 (1- B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees was covered under the provision of section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) and the said particulars are Nil.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

There is no unusual consumption of power, except for general lighting. There is no imported technology involved, as medical experts drawn from available sources in India are assisting in the hospital services being provided.

Foreign exchange Earning & Out go 2012-13 2011-12

Earning: Nil Nil

Expenditure: Nil Nil

ACKNOWLEDGEMENT

Your directors wish to sincerely thank the Punjab National Bank, SIDBI, SBBJ, Bajaj Finance Ltd., Government Authorities, RBI, Financial Institutions and other Government Agencies for their excellent support and cooperation. The Directors also express their appreciation for the dedicated and sincere services rendered by all Consultant Doctors, officers and employees, which in turn enabled the company to win confidence from larger segment of public.

For on the behalf of Board of Directors

Place: Jaipur Sd/- Dated: 28.08.2013 (Dr. B.R. Soni) Chairman & Managing Director

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Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting their Twenty Fourth Annual Report and Audited Statement of Accounts for the Financial year ended 31st March, 2012

(Rs. In Lakhs)

2011-12 2010-11

Total receipts/ Income 913.33 808.79

Operating profit before financial charges

Depreciation & tax 163.94 163.48

Less : Financial charges 73.20 87.34

Depreciation 51.34 124.54 51.11 138.45

Net Profit (before tax) 39.40 25.03

Less : Provision for Tax 7.97 5.35

31.43 19.68

Less/Add : Deferred Tax Liability (-)1.50 (-)4.51

Net Profit 29.93 15.17

Surplus B/F from previous Year 168.50 153.33

Surplus C/F to Balance Sheet 198.43 168.50

WORKING OPERATION

During the year under review, the hospital unit provided all medical facilities with available high tech equipment and expertise of the consulting specialists and other paramedical staff and maintained high status in the line. Though there has been continued recessionary trend in economy greatly affecting the hospital services, your company has been able to serve comparatively better with all its high profile experts and consultants which made it possible to achieve satisfactory working results during the year under review. The company has been in the forefront for varied specialized medical services and, except under any unforeseen circumstances, some improved working results are expected during the current year.

STOCK EXCHANGES

The equity shares of company are listed with Jaipur, Delhi and Ahmedabad Stock Exchanges and annual listing fee for the current year is being paid.

DIRECTORS

Dr. BIMAL ROY SONI , Dr. ANJU SONI, KAMLAKAR SHARMA, RAJKUMAR SONI who retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for reappointment/ appointment. Your Board recommends their re-appointments for your consideration, at the ensuing Annual General Meeting of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of section 217 (2AA) of Companies Act, 1956, your directors hereby state:

1. that in the preparation of the annual accounts for the financial year ended 31st March 2012 the applicable accounting standards had been followed along with proper explanation relating to material departure;

2. that 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 of the company for that period;

3. that the directors had 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;

4. that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

An Audit Committee comprising Dr. Ashok Puri (Non-executive & independent) Chairman, Shri Kamlakar Sharma and Shri Sumer Chand Jain (Non-executive & independent), Members existed. Powers & functions of Committee are as provided in Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement.

CORPORATE GOVERNANCE

A separate report on Corporate Governance of the company is annexed to this report. A certificate from the auditors of the company regarding compliance of corporate governance as stipulated under clause 49 of the listing agreement is appended to the report on corporate governance. Affirmation from Chairman cum Managing Director regarding compliance of code of conduct has been given elsewhere in the Annual Report.

COMPLIANCE CERTIFICATE

A copy of Compliance Certificate obtained under provision of section 383 A(1). Proviso of Companies Act, 1956, is attached here to.

CHAIRMAN CUM MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

As required by Clause 49 of the Listing Agreement, the Chairman cum Managing Director and Chief Accounts Officer Certification is provided elsewhere in the Annual Report.

FIXED DEPOSIT

The company has not accepted any deposit from the public pursuant to provisions of section 58A of the Companies Act, 1956.

AUDITORS

Notes to the account as referred to in the auditors report are self explanatory and therefore do not call for any further comments or explanation.

M/s Tambi Ashok & Associates, chartered accountants retire at the ensuing Annual General Meeting and are eligible for their reappointment. They have furnished a certificate to the effect their proposed reappointment, if made, would be within the prescribed limit under section 224 (1- B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees was covered under the provision of section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) and the said particulars are Nil.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

There is no unusual consumption of power, except for general lighting. There is no imported technology involved, as medical experts drawn from available sources in India are assisting in the hospital services being provided.

Foreign exchange Earning & Out go 2011-12 2010-11

Earning: Nil Nil

Expenditure: Nil Nil

ACKNOWLEDGEMENT

Your directors wish to sincerely thank the IDBI Bank Ltd., SIDBI, SBBJ, Bajaj Finance Ltd., Government Authorities, RBI, Financial Institutions and other Government Agencies for their excellent support and cooperation. The Directors also express their appreciation for the dedicated and sincere services rendered by all Consultant Doctors, officers and employees, which in turn enabled the company to win confidence from larger segment of public.

For on the behalf of Board of Directors

Place: Jaipur Sd/- Dated: 11.08.2012 (Dr. B.R. Soni) Chairman & Managing Director