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Accentia Technologies Ltd.

BSE: 531897 Sector: IT
NSE: N.A. ISIN Code: INE122B01012
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Accentia Technologies Ltd. (ACCENTIATECH) - Director Report

Company director report

DIRECTORS

Distinguished Members

It is a great privilege for the Directors to present the Twenty Third Annual Report ofthe 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 MedicalTranscription to Electronic Medical Records (EMR). Though the reforms open up tremendousopportunities for growth the above mentioned transition has temporarily affected theproductivity. Howeverthe Company is carrying out the operational activities of theCompany 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 3915 18236
Less: Total Expenditure 5538 16404
Profit Before Tax -1622 1832
Less: Provision of tax -59 609
Profit after Tax -1562 1223

Financial Results (Consolidated)

Rs. in lakhs
Particulars For the year ended 31.03.2014 For the year ended 31.03.2013
Total Income 11262 31136
Less: Total Expenditure 13649 27473
Profit before Tax -2386 3664
Less: Provision of tax -125 739
Profit after Tax -2507 2925

C. Dividend

In view of the need to conserve funds for plough back the Directors feel it isdesirable 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.250000000/-(Rupees Twenty Five Crore only) divided into 25000000 equity shares ofRs. 10/- each. The total issued subscribed and paid up capital of the Company as on thedate of the report is Rs. 170245700/- (Rupees Seventeen Crores Two Lacs Forty FiveThousand 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 Parandehad 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 ofsection 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 thebalance sheet date.

G. Management Discussion and Analysis

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

H. Corporate Governance

Your directors affirm their commitments to the corporate governace standards prescribedby the Securities and Exchang Board of India (SEBI). A report on the Corporate Governancewith Management Discussions and Analysis as required under Clause 49 of the listingAgreement forms part of this report.

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

I. Auditors

M/s. DMKH & Co Chartered Accountants Mumbai the Statutory Auditors of theCompany retires at the conclusion of the ensuing Annual General Meeting and is eligiblefor re- appointment. The Company has received confirmation from the Auditors that theirreappointment will be within the limits prescribed under section 224(1 B) of the CompaniesAct 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 selfexplanatory and therefore do not call for any further comments and may be treated asadequate 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 standardshad been followed along with proper explanation relating to material departures;

2. that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 ata rate which in the aggregate was more than Rs. 500000/- or more per month orRs.6000000/- or more per annum and hence there was no requirement of a statement undersub 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 disclosureof particulars under this head is not applicable as your Company operates in the Servicesector. Although your Company is not a largescale energy user it acknowledges the conceptof conservation of energy.

N. Foreign Exchange Earnings & Outgo

The foreign exchange earnings of the Company for the year is Rs. 3905 lakhs as againstRs.12624 lakhs of the previous year and the foreign exchange outgo of the Company for theyear is Rs. 615 Lakhs as against Rs. 3301 of the previous year.

O. Corporate Social Responsibility

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

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

Accentia's current initiatives focus on facilitating underprivileged children'seducation healthcare and support for palliative care for children under the age of 18.Accentia also helps various terminally ill patients with healthcare and medical facilitiesand extends its support to various organizations who reach out these underprivilegedpeople.

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 AffairsGovernment of India (MCA) through General Circular No. 2/2011 and Press Note 3/2011 theBoard of Directors has accorded their consent to the Company not to attach the specifiedparticulars 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 Governmentsand the Company’s Bankers for their assistance co-operation and encouragement theyhave extended to the Company. Your Directors would like to place on record their deepsense of appreciation and thanks to Shareholders investors customer vendors andemployees for their valuable trust in the company's performance and for their support andencouragement enabling the company to venture in to various upcoming projects and spreadits 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 bestof my knowledge and belief certify that:

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

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

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

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

(c) We accept responsibility for establishing and maintaining internal controls for thefinancial reporting and that they have evaluated the effectiveness of internal controlsystems of the company pertaining to financial reporting and they have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which they are ware and the steps they have taken or propose to taketo 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 havebeen disclosed in the notes to the financial statements; and

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

Navi Mumbai Sooraj C.K
November 25 2014 Managing Director

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