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Emed.com Technologies Ltd.

BSE: 524588 Sector: IT
NSE: N.A. ISIN Code: INE379F01019
BSE 00:00 | 16 Nov Emed.com Technologies Ltd
NSE 05:30 | 01 Jan Emed.com Technologies Ltd
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VOLUME 49
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OPEN 2.35
CLOSE 2.35
VOLUME 49
52-Week high 2.35
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Emed.com Technologies Ltd. (EMEDCOMTECHNO) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting Annual Report together with the AuditedAccounts of the Company for the Year ended March 31 2015.

FINANCIAL RESULTS

Particulars Year Ended on 31/03/2015 Year Ended on 31/03/2014
Total Income 91.43 100.00
Total Expenditure 91.64 99.10
Profit/Loss before exceptional items and tax -0.21 0.90
Deferred Tax assets/Current tax/Income Tax provision 0.00 0.00
Profit after tax -0.21 0.90

DIVIDEND

Due to accumulated losses of the previous years your Directors are unable to recommendany dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with Stock Exchange a detailedManagement Discussion and Analysis Report is presented in a separate section forming partof the annual report.

CORPORATE GOVERNANCE REPORT

As per Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 in continuationto circular No. CIR/ CFD/POLICY CELL/2/2014 dated April 17 2014; the SEBI has exemptedthe applicability of clause 49 of the Listing Agreement to the Companies having paid upequity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25Crores as on the last day of the previous financial year.

Hence Clause 49 is not applicable to the Company since the Paid up capital of Companyas on the last day of the previous financial year is Rupees 3.38 Crores and the net worthdoes not exceed Rupees 25 Crores. However the company has still presented a CorporateGovernance Report as a matter of better Corporate Governance Practice which has beenhighlighted in the Boards’ Report too.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board. Themanagement monitors and evaluates the efficacy and adequacy of internal control system inthe Company its compliance with operating systems accounting procedures and policies.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls.

HUMAN RESOURCES

The relationship with employees continues to be cordial. The company always considersits human resources as its most valuable asset. Imparting adequate and specializedtraining to its employees is ongoing exercise in the company.

STATEMENT PURSUANT TO LISTING AGREEMENT

Your company’s securities are listed with BSE Ltd. And the annual listing feeshave been paid up to date.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO

In the absence of any manufacturing activities during the year under review no stepswere required to be taken for conservation of energy and technology absorption.

Further there were no foreign exchange earnings and outgo during the year underreview.

DIRECTORS

At the previous Annual General Meeting of the company held on 29th September 2014 thecompany had appointed the existing Independent Directors Mr. Murli Ramakrishnan Mr.Rajeshwar Bhagat and Ms. Leorith Elijah Ashtamkar as independent directors under thecompanies Act 2013 for 5 consecutive years for a term 29th September 2014 to 28th ofSeptember 2019 not liable to retire by rotation.

In accordance with the provisions of Companies Act 2013 Mr. Parth Dineshbhai KanabarExecutive Director retires by rotation and being eligible offers himself forre-appointment.

During the Year Mr. Kamlesh D. Koradiya Shashank Vijay Pawar and Sunil Ganesh BhaveDirectors of the Company resigned from the Board of the Company. The Board expresses itsgratitude for their valuable contribution.

Information about all the directors purposed to be appointed/ reappointed is furnishedin the explanatory statement under section 102 of the companies act 2013 attached to thenotice of the ensuring Annual general Meeting for your consideration.

The Directors recommend that all the resolutions placed before the Members regardingthe appointment of the directors be approved.

NUMBER OF MEETINGS OF THE BOARD

During the year Seven (07) Board Meetings Four (04) Audit Committee Meetings Four(04) Nomination and remuneration Committee meeting And one (01) Investor grievancesCommittee Meetings were convened and held. Notice along with Agenda was circulated inadvance to the directors within the period prescribed under the companies Act 2013. Thedetail of the Board meeting and Committee Meetings are given in the Corporate Governancereport.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

PERFORMANCE EVALUATION

In terms of the provisions of Companies Act 2013 with rules there under and Clause 49of the listing agreement the Board evaluates the performance of Non Executive andIndependent directors every year. Their presence on the board is advantageous and fruitfulin taking business decisions.

REMUNERATION POLICY

The Board of Directors framed a policy which lay down a framework in relation toremuneration of directors and senior management of the company. This policy also lays downthe criteria for selection and appointment of board members. The detail of this policy isexplained in the corporate governance report.

DEPOSITS

During the year under review Your Company has not accepted any deposits in terms ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014 and also no amount was outstanding on account of principal or interestthereon as on the date of the Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS IF ANY

There are no material changes and commitments noticed by the Board between the end ofthe financial year of the company i.e. 31.03.2015 and the date of the report.

RISK MANAGEMENT

A Risk management policy was framed and approved by the board. The objective of thispolicy is to minimize the adverse impact of various risks to business goals and objectivesand to enhance the value to the stakeholders.

Pursuant to section 134 (3) (n) of the Companies Act 2013 the Company regularlymaintains a proper check in normal course of its business regarding Risk Management.

At present the Company has not identified any element of risk which may threaten theexistence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per Section 135 of Companies Act 2013 the Company does not fulfill the criteria ofnet worth or turnover for Corporate Social Responsibility; hence the same is notapplicable to the Company.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT

a. AUDITORS

M/s Arpan Chudgar & Associates. (Firm registration No: 133877W) CharteredAccountants are the Auditors of the company till the conclusion of ensuing Annual GeneralMeeting and have conveyed their intent not to seek re-appointment in the ensuing AnnualGeneral Meeting for the next Financial Year. Company has received consent from M/s A KayMehra & Co. (Firm registration No. 050004C) Chartered Accountant to be appointed asStatutory Auditor of the Company in place of M/s Arpan Chudgar & Associates. (Firmregistration No: 133877W) from the conclusion of the ensuing Annual General Meeting tillthe conclusion of next Annual General Meeting of the Company.

b. SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms Nishi Talwar Company Secretary in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit report is annexed herewith as "AnnexureA".

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The company has not given any loans or guarantees and has not made any investmentscovered under the provisions of section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPANIES ACT 2013

There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established vigil Mechanism to deal with instance of fraud andmismanagement if any and is committed to managing the risk in a proactive and efficientmanner.

CODE OF CONDUCT

The Board of Directors has approved Code of Conduct for Directors senior ManagementIndependent directors & key Managerial personnels and make familiarization programmefor independent directors.

And Board of Directors has also approved Code of conduct for fair Disclosure underProhibition of insider trading regulation 8 and Code of Conduct for Insider Policy underProhibition of insider trading regulation 9 This Code of conduct applicable to the Membersof the Board and all employees in the course of day to day business operations of thecompany. The Company believes in "Zero Tolerance" against unethical dealings /behaviors of any form and the Board has laid down the directives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OFCOMPANIES ACT 2013

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Functions and Terms of Reference of the Nomination and Remuneration Committee of theCompany are as per the Section 178 of Companies Act 2013 and as per the clause 49 of thelisting agreement. Further Company’s Remuneration policy is market led and takesinto account the competitive circumstance of the business so as to attract and retainquality talent and leverage performance significantly.

PARTICULARS OF EMPLOYEES:

There was no employee in the Company drawing salary more than Rupees Sixty lacs in theCompany and as such no details are required to be given.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

(a) In the preparation of the a Annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Staff and workers at all levels fortheir continuous co-operation and assistance.

By Order of the Board
For Emed .com Technologies Ltd.
Sd/-
Parth Dineshbhai Kanabar
Place: Hyderabad Chairman
Date: 12/08/2015

Annexure A

MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

Emed.Com Technologies Ltd.

8-2-87-89 4th Floor Left Hand Side Srinivasa Plaza

Srinagar Colony Main Road

Hyderabad Andhra Pradesh

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Emed.Com Technologies Ltd(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Emed.Com Technologies Ltd books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit We hereby report that in our opinion the companyhas during the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Emed.Com Technologies Ltd. ("the Company") for thefinancial year ended on 31st March 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(vi) The Environment (Protection) Act 1986

(vii) The EPF & Misc. Provisions Act 1952;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India asapproved by the Central Government.

(ii) The Listing Agreement entered into by the Company with B S E Limited;

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

For Nishi Talwar & Associates
Company Secretaries
Sd/-
CS Nishi Talwar
Proprietor
ACS No. 24056
C P No.:10529
Date: 12th August 2015
Place: New Delhi

This report is to be read with our letter of even date which is annexed as’Annexure’ and forms an integral part of this report.

Annexure

To

The Members

Emed.Com Technologies Ltd.

8-2-87-89 4th Floor Left Hand Side

Srinivasa Plaza Srinagar Colony

Main Road Hyderabad

Andhra Pradesh

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to future viability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.

For Nishi Talwar & Associates
Company Secretaries
Sd/-
CS Nishi Talwar
Proprietor
ACS No. 24056
C P No.:10529
Date: 12th August 2015
Place: Delhi