Accentia Technologies Ltd Directors Report

Distinguished Members,

It is a great privilege for the Directors to present the Twenty Third Annual Report of the Company along with Audited Annual accounts for the financial year 2013-14.

A. Performance of the Company

The healthcare segment in the US is compelled to shift from conventional Medical Transcription to Electronic Medical Records (EMR). Though the reforms open up tremendous opportunities for growth, the above mentioned transition has temporarily affected the productivity. However,the Company is carrying out the operational activities of the Company in a better manner.

B. Financials of the Company

The financial highlights of the Company are given below:

Financial Results (Stand Alone)

		Rs. in lakhs
Particulars	For the year ended 31.03.2014	For the year ended 31.03.2013
Total Income	3,915	18,236
Less: Total Expenditure	5,538	16,404
Profit Before Tax	-1,622	1,832
Less: Provision of tax	-59	609
Profit after Tax	-1,562	1,223

Financial Results (Consolidated)

		Rs. in lakhs
Particulars	For the year ended 31.03.2014	For the year ended 31.03.2013
Total Income	11,262	31,136
Less: Total Expenditure	13,649	27,473
Profit before Tax	-2,386	3,664
Less: Provision of tax	-125	739
Profit after Tax	-2,507	2,925

C. Dividend

In view of the need to conserve funds for plough back, the Directors feel it is desirable not to recommend any dividend on equity shares for the financial year.

D. Share Capital

As on date of this report the Authorized capital of the Company is Rs. 25,00,00,000/-(Rupees Twenty Five Crore only) divided into 2,50,00,000 equity shares of Rs. 10/- each. The total issued, subscribed and paid up capital of the Company as on the date of the report is Rs. 170,245,700/- (Rupees Seventeen Crores Two Lacs Forty Five Thousand Seven Hundred Only) divided into 17024570 equity shares of s.10/- each.

E. Constitution of the Board

The Board of Directors is duly constituted and the present structure is as follows:

Name of Directors	Designation	Date of Appointment
1 Sooraj C. K.	Managing Director	22.03.2006
2 Pradeep Viswambharan	Whole Time Director	28.03.2006
3 Dr K. Balasubramani	Independent Director	20.10.2014
4 Bobichen Jacob Thomas	Independent Director	20.10.2014
5 Sudeepa Nagasampagi	Independent Director	20.10.2014

During this year, Directors Mr. Kezer Abbas Kharawala and Mr Sreedhar Mukund Parande had resigned from the Board with effect from 31st March, 2014.

F. Fixed Deposits

Your company has not accepted any public deposits within the meaning of provisions of section 58A of the Companies act, 1956 read wth the Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of principal or interest are outstanding as on the balance sheet date.

G. Management Discussion and Analysis

The Management Discussion and Analysis including the result of operations of the Company for the year under review, as required under Clause 49 of the listing agreement with the stock exchange is appended to this report.

H. Corporate Governance

Your directors affirm their commitments to the corporate governace standards prescribed by the Securities and Exchang Board of India (SEBI). A report on the Corporate Governance with Management Discussions and Analysis as required under Clause 49 of the listing Agreement forms part of this report.

The requisite certificate from the Auditors of the Company confirming compliance with conditions under aforesaid Clause 49 is attached to this report.

I. Auditors

M/s. DMKH & Co, Chartered Accountants, Mumbai, the Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment. The Company has received confirmation from the Auditors that their reappointment will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The necessary resolution is being placed before the shareholders for approval.

J. Auditor’s Report

The report of the Auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

K. Directors’ Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 or loss 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 this Act 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.

L. Particulars Of Employees

During the period under review, no employee of the Company has received remuneration at a rate, which, in the aggregate was more than Rs. 5,00,000/- or more per month or Rs.60,00,000/- or more per annum and hence there was no requirement of a statement under sub section (2A) of the Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

M. Conservation Of Energy

Your Company’s operations do not involve large scale use of energy. The disclosure of particulars under this head is not applicable as your Company operates in the Service sector. Although your Company is not a largescale energy user, it acknowledges the concept of conservation of energy.

N. Foreign Exchange Earnings & Outgo

The foreign exchange earnings of the Company for the year is Rs. 3,905 lakhs as against Rs.12,624 lakhs of the previous year and the foreign exchange outgo of the Company for the year is Rs. 615 Lakhs as against Rs. 3,301 of the previous year.

O. Corporate Social Responsibility

Your Company is known not only for its commitment towards its clients but also for its commitment to the society. Social commitment is becoming a part of Accentia culture.

Through the charitable foundation, Accentia Candle Light Charitable Trust, Accentia and its stakeholders contribute a part of their earnings, acquired knowledge, and efforts for the good of the underprivileged. Firmly anchored in our corporate values, it is reflected in our daily activities.

Accentias current initiatives focus on facilitating underprivileged childrens education, healthcare, and support for palliative care for children under the age of 18. Accentia also helps various terminally ill patients with healthcare and medical facilities and extends its support to various organizations who reach out these underprivileged people.

P. Subsidiary Companies

Accentia is having 8 number of subsidiaries, namely;

1. Thunga Software Private Limited

2. Accentia Oak Technologies Pvt Ltd

3. Accentia Education Services Pvt Ltd

4. GSR Physicians Billing Services Inc.

5. GSR System Inc.

6. Denmed Inc.

7. Oak Technologies Inc.

8. Accentia Technologies FZE

In terms of the general exemption given by the Ministry of Corporate Affairs, Government of India (MCA) through General Circular No. 2/2011 and Press Note 3/2011, the Board of Directors has accorded their consent to the Company not to attach the specified particulars of its Subsidiary Companies with the balance sheet of the Holding Company.

Q. Acknowledgement

Your Directors place on record their gratitude to the Central and State Governments, and the Company’s Bankers for their assistance, co-operation and encouragement they have extended to the Company. Your Directors would like to place on record their deep sense of appreciation and thanks to Shareholders, investors, customer, vendors and employees for their valuable trust in the companys performance and for their support and encouragement, enabling the company to venture in to various upcoming projects and spread its wings globally.

	By and on behalf of the Board
	Accentia Technologies Limited
Sooraj C. K.	Pradeep Viswambharan
Managing Director	Wholetime Director
Navi Mumbai
November 25, 2014

CERTIFICATIONS AND REPORTS

CEO Certification

I, Sooraj C. K., Managing Director of M/s. Accentia Technologies Limited, to the best of my knowledge and belief, certify that:

(a) We have reviewed the consolidated and stand alone Balance Sheet and the Profit and Loss account for the year ended 31.03.2014 and all its schedule, notes to accounts as well as the cash flow statement for that year and the Directors’ report for that year and to the best of our knowledge and belief:

i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii) These statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violating the Company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for the financial reporting and that they have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are ware and the steps they have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

Navi Mumbai	Sooraj C.K
November 25, 2014	Managing Director