avinash information technologies ltd Directors report

ANNUAL REPORT 1999-2000 AVINASH INFORMATION TECHNOLOGIES LIMITED DIRECTORS REPORT Dear Members, Your Directors have pleasure in presenting before you the Annual Report of the Company together with Audited Statement of Accounts for the year ended 31st March 2000. FINANCIAL RESULTS: During the year under review your company was busy in implementation of its diversification plans Into the field of Information Technology. Your directors do not recommend any dividend for the year under review. AMALGAMATION During the year under review. Avinash Information Technologies Private Limited have merged with you company as per the Scheme of Amalgamation approved by the Honable High Court of Gujarat. As a result of this merger the company has diversified in the field of "IT enable services- MEDICAL TRANSCRIPTION". The project implementation work was completed on 7th March 2000 and the trial production was started on 18th June 2000, after the completion of manpower training programme & receipt of connectivity through STPI. SHARE CAPITAL: As per the Scheme of Amalgamation approved by the Honable High Court of Gujarat your company has allotted 90 00.000 Equity Shares of Rs.10/- each to the Shareholders of the amalgamating Company. The equity Shares of the Company were listed with Mumbai and Ahmedabad Stock Exchanges during the year under review. The Ahmedabad Stock Exchange has already granted listing permission for additional shares of Rs.900 lacs. The Company also submitted necessary application alongwith other documents & information for listing to the Stock Exchange, Mumbai. The matter is being persued by the Company. FIXED DEPOSIT: The Company has not accepted any deposits to which the provisions of Section 58A of the Companies Act, 956 are applicable. PARTICULARS REGARDING EMPLOYEES: There are no employees who are in receipt of remuneration exceeding the limit specified under section 217 (2A) of the Companies Act, 1956. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: Conservation of Energy: N.A. Technology Absorption: Company has absorbed HlS-Gemstar System Software for Medical Transcription. Foreign Exchange Earning: US$ 157591.60 Foreign Exchange Outgo: US$ 18108.33 DIRECTORS: Consequent to the Scheme of Amalgamation and restructuring, the changes in the Directors of the Company during the year under review since the previous report are reported as under: Shri Atul M Shah and Smt. Manjula M Shah have resigned from the directorship of the Company during the year under consideration. Shri Hiralal P Shah was appointed as Director to fill up the casual vacancy created due to the resignation of Smt Manjula Shah. As per the Scheme of Amalgamation approved by the Honable High Court of Gujarat, Shri Chimanbhai Sathi, Shri Hanubha M Jadeja, Shri Prakash Chandra Bhandari and Shri Pran S Fultariya have been appointed as an additional Directors on the Board. All these additional directors shall retire at this annual general meeting unless their appointments shall be regularised under section 257 of the Companies Act, 1956. AUDITORS: You are requested to appoint Auditors from the conclusion of ensuring Annual General meeting to the conclusion of next Annual General meeting and fix their remuneration. The present auditor M/s Surendra Kumar Jain & Co. has shown inability to work as the auditors of the Company. Accordingly. Board recommends the name of M/s Bhanwar Jain & Co., Chartered Accountants, Ahmedabad who are eligible for the aPpointment. CORPORATE GOVERNANCE: The company has initiated necessary steps to implement SEBI Guidelines on Corporate Governance. Y2K COMPLIANCE: The Company has already upgraded its system to make Y2K compliant. INSURANCE: All the properties of the Company are duly insured. COMPLIANCE OF LISTING AGREEMENT: Company has paid the Annual Listing fees payable to the Stock Exchange Ahmedabad & Mumbai for the year 1999-2000 including the Additional Listing fees. Shares of the Company are listed with the amount of US$ 90,000 as Project Milestone achievement incentive and US$ 10,000 as production incentive from Heartland Information Services (the foreign colloborator). This information has been given in compliance of Clause 32 (a) of the Listing Agreement. The amount of US$ 57591.60 mentioned above represents the consideration received from Heartland Information Services for the trial production. DIVERSIFICATION PLAN: Your company has already diversified into the most buoyant field of Information & Technology by setting up one of the largest project for Medical Transcription in the Western India primarily for exports for an American Company. This is a highly ambitious project. In future the company wishes to take up other related activities such as coding of medical records and processing of Insurance claim forms which are ancillaries to medical transcription activities. Apart from this the company wishes to diversify into other projects in the field of I.T.-enable services such as: Establishing interactive voice and Web-enabled call centres, both for domestic as well as International market. Pre-press publishing. Page making. Back office operations. GIS The company has already initiated dialogues at appropriate levels and is reviewing the economic viability of various projects. The scope in these areas is phenomenal and your company will not leave any stone unturned to ensure setting up of one or more projects that increases the profitability of its operations. APPRECIATION: The Board places on record the appreciation of the sincere and devoted services rendered by all the employees and the continued support and confidence of the shareholders. The Board also expresses their sincere thanks to the Charotar Nagarik Sahakari Bank Ltd., ICICI Banking Corporation Ltd., Global Trust Bank Ltd., Software Technology Park of India (STPI), Excise & Customs Departments, Commissionorate of Information Technology, Gujarat and all other well wishers. Registered Office: For and on behalf of the Board 101 102 1S Floor, New York Complex, GNFC INFOTOWER, Chimanbhai Sathi Sarhej-Gandhinagar Highway, Chairman Bodakdev, Ahmedabad - 54. Date : 1st December 2000 Place: Ahmedabad