The Directors have a pleasure in presenting the 19th Annual Report
together with the Audited State- ment of Accounts for the Financial
year ended 31 st March, 2010.
FINANCIAL RESULTS: (Rs. In Lakhs)
Particulars Year ended
31.03.2010 Year ended
31.03.2009
Turnover 1843.27 1592.24
Profit before Tax (+) / Loss (-) 25.88 43.06
Provision for Tax 4.05 4.79
Profit After Tax (+)/Loss (-) 21.85 38.26
Balance Brought Forward 166.01 174.33
OPERATIONS:
Your Company achieved a turnover of Rs, 1843.27 Lacs as compared to Rs.
1592.24 Lacs in 2008-09 and the net profit after tax stood at Rs. 21.85
Lacs compared to Rs 38.26 Lacs in the previous year. Even though the
Company registered a growth of 15.75% in the turnover for the current
financial year under review, there is decline in the net profit after
tax of the Company. This is due to increase in purchases amounting to
Rs. 18,39,69,902. Such an increase is of 38.98% as compared to the
previous accounting year.
The Company is committed to continue its efforts for the developmental
activities and has several plans to sustain and improve the turnover
and profitability in the future.
OUTLOOK:
The year 2009 presented a lot of uncertainties and grave challenges for
the Indian economy because of the financial and economic crisis that
struck the world. But to the delight of the countrymen, India emerged
from this crisis after having weathered against all odds only to usher
in an era of sound economic situation aiming for a consistent 9%
growth. The aim of the government outlined in the budget 2010-11 is to
achieve inclusive growth by bringing the rural masses within the ambit
of the development agenda.
The health infrastructure across Indian states is projected to grow by
an average of 5.8 percent per annum between 2009-2013, taking the total
expenditure in 2013 to USD 14.2 billion as suggested by the Indian
Healthcare edition of KPMGs trend monitor. The report states that the
Indian healthcare industry is estimated to double in value by 2012 and
more than quadruple by 2017. The main factors propelling this growth
are rising income levels, changing demographics and illness profiles,
with a shift from chronic to lifestyle diseases. This is likely to
result in considerable infrastructure challenges and opportunities.
Financial Budget for 2010-11 is encouraging in terms of increase in
planned allocation for the Ministry of Health and Family Welfare from
Rs. 19,534 crore in 2009-10 to Rs.22,300 crore in 2010-11 and reduction
in customs duty on all medical, surgical, dental and veterinary
equipment (including parts and accessories) from 7.5% to 5%. These
goods are also being exempted from special CVD. The basic custom duty
is exempted on specified inputs used for the manufacture of orthopedic
implants.
Strengthening food security, improving education opportunities and
providing health facilities at the level of households, both in rural
and urban areas are sine-qua-none for inclusive growth to which the
government and policy makers have attached utmost significance and
priority. The financial year 2010- 11 marks the beginning of reverting
to a high growth rate and moving towards greater fiscal consolida- tion
and economic vibrance. This is going to be a new beginning for all the
sectors of the economy and thus there is new hope and optimism for each
of them. Last few years have seen consistent growth in the Indian
healthcare sector, which has a promising future. And it is expected
that the reform propos- als enshrined in the budget would help in
accelerating and sustaining the growth path in the industry.
Undoubtedly healthcare sector would help India become a global giant
over the next decade.
DIVIDEND
Keeping in view the Companys need for Capital for its various growth
plans and the with the intent to finance such plans through internal
accruals to the maximum your Directors are of the opinion that it is
prudent that no dividend be declared for the year under review
ALLOTMENT OF SHARES PURSUANT TO CONVERSION OF WARRANTS:
The Company had issued Share Warrants to a tune of 175000 Share
warrants to the promoters and 200000 Share warrants to non promoters,
at a price of Rs. 100/- per warrant that are convertible into Equity
Shares, as determined in accordance with the relevant SEBI (DIP)
Guidelines, 2000. Such War- rants are convertible at the option of the
Warrant holders within an aggregate time frame of 18 months from date
of its allotment to the Warrant holders into 375000 Equity Shares at a
price of Rs. 100/- per share as determined in accordance with the
relevant SEBI (DIP) Guidelines, 2000.
Upon receipt of the balance consideration for the same, the Board has
allotted 2,00,000 Equity Share, in its meeting held on 15th June 2009
upon conversion of the Warrants in to Equity shares. The Com- pany has
made the necessary application for listing of these shares with the
Bombay Stock Exchange Limited.
- Conservation of Energy: The Company is monitoring the consumption of
energy and is identifying measures for conservation of energy.
- Technology Absorption, adaptation and innovation: No technology
either indigenous or Foreign is involved.
- Research and Development (R & D): The Company is taking steps to get
Research and Development work carried out.
- Foreign exchange earnings: NIL
- Foreign exchange out go : NIL
PARTICULARS OF EMPLOYEES:
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors report that no employee who was in receipt of remuneration of
Rs.24, 00,000/- or more per annum or Rs. 2,00,000/- or more per month,
where employed for a part of the year.
Thus furnishing of particulars under the Companies (particulars of
employees) Rules 1975 does not arise.
DIRECTORS:
Mr. Sharad Tejshi Shah & Mr. R. Surendra Naidu, Directors, retire by
rotation at the ensuing Annual General Meeting of the Company and being
eligible offers himself for re-appoint- ment.
Mr. Rajaram Arjun Rambade, Additional Director of the Company, is been
proposed to be ap- pointed as a Director liable to retire by rotation
upon the notice received in writing from a Member of the Company along
with a deposit of Rs. 500/- signifying his intention to propose the
said director as candidate for the Office of Directors.
AUDIT COMMITTEE
The Company has an Audit Committee duly constituted as per the
provisions of Sec 292A of the Companies Act, 1956 and Clause 49 of the
Listing Agreement and the said Committee has also com- plied with all
the Legal and Statutory requirements.
AUDITORS AND AUDITORS REPORT:
M/s. A. Singhai & Co., are appointed as Statutory Auditors of the
Company in place of M/s. P. Mu- rali & Co Chartered Accountants to hold
office from the conclusion of the ensuing Annual General Meeting upto
the conclusion of the next Annual General Meeting.
The Company has received letters from the Auditors to the effect that
their appointment, if made, would be within the prescribed limits under
section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such re appointment within the meaning of section 226
of the said act.
The notes on accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further comments.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217r2AA):
As required under Section 217(2AA) of the Companies Act, 1956 which was
introduced by the Companies (Amendment) Act, 2000, your Directors
confirm that:
- In the preparation of the Annual Accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures;
- 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 and Loss
of the Company for the period;
- The Directors had taken proper and sufficient care for the
maintenance of adequate ac counting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
- The Directors had prepared the annual accounts on a going concern
basis.
STATEMENT PURSUANT TO CLAUSE 38 OF LISTING AGREEMENT:
Presently the Companys Equity shares are listed on and Bombay Stock
Exchange Limited (BSE) and the Company have paid the Annual Listing
Fees for the year 2010-11.
CORPORATE GOVERNANCE:
The Securities and Exchange Board of India (SEBI) has prescribed
certain corporate governance stan- dards vide clause 49 of the Listing
Agreement. Your directors reaffirm their commitment to these standards
and a detailed report on corporate governance together with a Auditors
certificate on its compliance is annexed hereto and forms part of this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section form- ing part
of the Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company maintains appropriate systems of internal control,
including monitoring procedures and MIS system that define roles and
responsibilities of people across various levels of the organization to
ensure that all assets are safeguarded against loss from unauthorized
use or disposition. Company poli- cies, guidelines and procedures are
in place to ensure that all transactions are authorized and recorded
correctly as well as to provide for adequate checks and balances.
Audits are finalized and conducted based on internal risk assessment.
Significant deviations are brought to the notice of the Audit Committee
by the Board periodically and corrective are measures recommended for
implementation. All these steps facilitate timely detection of any
irregularities and early remedial measures.
PERSONNEL
Your Company firmly believes that a dedicated workforce constitutes the
primary source of sustain- able competitive advantage. Accordingly,
human resource development continues to receive focused attention. Your
Directors wish to place on record their appreciation of the dedicated
and commendable services rendered by the staff and workforce of the
Company.
DEPOSITS
The Company has not accepted any deposits during the year pursuant to
the provisions of Section 58A of the Companies Act, 1956.
ACKNOWLEDGEMENTS
Your Directors commend the contribution made by the employees to the
continued satisfactory busi- ness performance during the year and the
ongoing management support received by the Company. The Directors
place on record their appreciation to all stakeholders particularly
Shareholders, Cus- tomers, Suppliers, various Central and State
Government Agencies and Local Authorities, the Medi- cal Community and
business partners, who have contributed to the Companys continued
support. The Directors also place on record the continued management
support received by the Company in the areas of Health, Safety and
Environment and in terms of product and process know- how.
For and on behalf of the Board
Sd/- Sd/-
Place: Hyderabad (M.Munisekhar) (Daniel Soloman)
Date: 12th August, 2010 Managing
Director Executive Director
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