ACCENTIA TECHNOLOGIES LIMITED · 2015-06-15 · The healthcare segment in the US is compelled to...

1ACCENTIA TECHNOLOGIES LIMITED

TOPIC PAGE No.

Vision and Mission 2

Remodelling the Business 3

Financial Overview 4

Message from the CEO 5

Corporate Information 6

Directors’ Report 7

Report on Corporate Governance 10

Management Discussion and Analysis 16

Auditor’s Report 25

Balance Sheet 29

Profit and Loss Statement 30

Notes to Financial Statements 31

Cash Flow Statement 45

Balance Sheet Abstract 46

Consolidated Auditor’s Report 47

Consolidated Balance Sheet 48

Consolidated Profit and Loss Statement 49

Notes to Consolidated Financial Statements 50

Consolidated Cash Flow Statement 64

Subsidiary Companies’ Financial Highlights 65

Notice of Annual General Meeting 66

CONTENTS

2 ANNUAL REPORT 2012 - 2013

VISION AND MISSION

Vision

Become a global leader in the 21st

century healthcare and education

solutions & services market through

innovations in both technology and

process areas.

Mission

To create a globally reputed organization

that provides state-of-the-art technology-

cum-service platform and solutions for

the healthcare and education sectors, that

results in a highly efficient and profitable

system for providers world over, where

people enjoy working for, doing business

with and investing in.


REMODELLING THE BUSINESS...

The Financial Year 2013-‘14 has changed the way

Accentia has been conducting business over the

past 16 years in the healthcare domain. As the

new Obamacare policy in the US demanded new

modus operandi to be followed in the healthcare

document creation, storage and management,

Accentia’s business in the Clinical Data

Management, mainly in the Medical Transcription

field has been severely affected. The

management after assessing the latest

developments in the healthcare domain in the

US and after due evaluation of the potential of

growth of business in the enterprise products/

platform for healthcare domain, have decided

to a) focus on Enterprise Products market in the

healthcare arena, b) shift the focus from the

Business to Customer (B to C) model to Business

to Business (B to B), and c) explore entry into

niche areas in the field of education.

As this is a clear deviation from the business

model followed in the last 16 years in healthcare,

a strategy was formed by which we will focus on

White Labelled Software Products for Practice

Management System(PMS), Electronic Medical

Records(EMR), Receivables Cycle

Management(RCM), Code Scrubbing, Discrete

Reportable Transcription(DRT) etc.; and Platform

As A Service(PaaS) in which our platform will be

leased out to Companies for managing their

clients, with no start up cost.

Your company is taking every step to make it

lean and mean and focus on a scalable,

sustainable and bottom-line centric growth in

the new highly dynamic healthcare and

education market place globally.


FINANCIAL OVERVIEW

REVENUES35,000

30,000

25,000

20,000

15,000

10,000

5,000

0

Rs L

akhs

2008-09 2009-10 2010-11 2011-12 2012-13

40

35

30

25

20

15

10

5

0

Perc

enta

ge

EBIDTA %

2008-09 2009-10 2010-11 2011-12 2012-13

8,000

7,000

6,000

5,000

4,000

3,000

2,000

1,000

0Rs

Lak

hs

PROFIT AFTER TAX

2008-09 2009-10 2010-11 2011-12 2012-13

60

50

40

30

20

10

0

Rupe

es

EARNINGS PER SHARE

2008-09 2009-10 2010-11 2011-12 2012-13

RETURN ON CAPITAL EMPLOYED4540353025201510

50

2008-09 2009-10 2010-11 2011-12 2012-13

Perc

enta

ge


MESSAGE FROM THE CEO

Dear Shareholders,

I am happy to present before you a brief note on the affairs of your Company for the financial year 2012-2013.

For the year ended 31.03.2013, Accentia recorded revenues of Rs 31,136 lakhs over Rs 26,085 lakhs recorded last year, a growthof 19.36%. Net profit increased from Rs 2312 lakhs last year to Rs 2925 lakhs this fiscal. EPS is Rs 17.81 against Rs 15.80 lastyear. I would like to briefly dwell upon the activities of your Company during the last financial year.

The fortunes of Accentia underwent a drastic transformation after the announcement of the new healthcare policy by USPresident Obama in 2009. The new bill is totally changing the way documentation and healthcare receivables cycle managementhas been conducted over the past four decades. A major mandatory requirement as per the Obama Healthcare Bill is the usageof an Electronic Medical Records (EMR) suite to capture and record patients’ demographical, clinical and all other related datainto a database, which can be accessed anytime for future reference and analysis. The new healthcare policy will literally bringthe traditional medical transcription industry to a standstill by June 2014, and hence Accentia management decided to actproactively and develop its own EMR software and market the same all over the US.

The EMR software development work was undertaken by different teams and our software called Instakare was certified by the USgovernment appointed agency ONC-ATCB in July 2011. After this we also launched Software As A Service (SaaS) platform for theEMR software, wherein Accentia will offer the entire suite of healthcare receivables management services for a physician or aclinic on a single, seamless platform.

Once the development of the various modules and refinements were completed, we found that we had to spend a substantialamount of money for marketing the same all over the country. Hence we decided to raise capital through preferential allotmentof shares as well as debt from financial institutions and about Rs 12 crores was raised through share allotment and Rs 5 croresas debt in 2012, and the same was utilized for marketing and refining the SaaS platform offering. By end 2012, we had addedmore clients through the SaaS platform, which is continuing in the current year.

Based on these changes happening in the marketplace, the Board of Directors had taken a strategic decision to focus onEnterprise Products market in the healthcare arena, thereby shifting from the earlier Business to Customer (B to C) model toBusiness to Business (B to B) model, and also to enter niche areas in the field of education. Since this was a total deviation fromthe business model followed in the last 16 years in the healthcare business, a strategy was formed by which we will focus on WhiteLabelled Software Products for Practice Management System(PMS), Electronic Medical Records(EMR), Receivables CycleManagement(RCM), Code Scrubbing, Discrete Reportable Transcription(DRT) etc.; and Platform As A Service(PaaS) in which ourplatform will be leased out to Companies for managing their clients, with nil or minimal start up cost. The target clients will besoftware integrators, vendors of various hardware products, document management and receivables management companies.

Further in the education field, the wholly owned education subsidiary company has developed a tablet based device for schoolstudents based on cloud technology, and we are tied up with various content providers for the content. The first order for the samefrom a large Dubai based chain of schools has been successfully serviced and we are expecting further orders for the same. Wehave also developed a safety cum tracking device called Safecomm, which is a GSM phone with GPS facility, which can be givento children, elders and also women, when they are on the move. This device has been tested and approved by the centralgovernment agency Centre for Development of Advanced Computing(C-DAC) and with this certification we are expecting a hostof purchase orders from the central and various state governments as well.

During the past couple of years, the revenues have dropped due to the steady migration of medical transcription work to EMRsoftware, and we have drastically reduced the man power strength due to the reduction in the medical transcription work. At thesame time, the profitability of the Company was affected due to the development of the EMR software and SaaS platform, and thefull fledged marketing efforts that we have undertaken in the US. But this is purely temporary in nature and the coming yearonwards, the company should see a steady growth, both in revenues and profitability. But the need of the hour is infusion ofworking capital, to fuel the marketing efforts and also to support the hand holding of new physicians in the SaaS platform.

Due to the need to conserve funds to meet the requirements of the new business model, the Directors felt it is desirable not torecommend dividend on equity shares for the financial year.

During the financial year, two of the Directors have resigned from the Board of the Company. Mr Kabir Kewalramani had resignedfrom the Board with effect from 11th September, 2013 and Mr. Ravi Sankar had resigned from the Board with effect from 18thSeptember, 2013, due to their pre-occupations. I would like to place on record my sincere gratitude and appreciation for theircontributions to the Company during their tenure.

I would like to appeal to all our shareholders to please support the management during this phase of turbulence in the marketplace, and I am sure your faith in the company will be rewarded in the next couple of years. I take this opportunity to thank allthe shareholders for their continued faith in the Company and the understanding they have shown during the past two years oftransformation. I am sure that with your support and faith in the management, we can scale new heights together.

Pradeep ViswambharanManaging Director & Chief Executive Officer


CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr S.M. ParandeIndependent Director

Mr Pradeep ViswambharanManaging Director &

Chief Executive Officer

Company Secretary & Compliance OfficerMs. Jayashree C. O.

AuditorsM/s. DMKH & Co, Chartered AccountantsInternal AuditorsM/s. Murali & Sumeet, Chartered AccountantsBankersExim Bank, ICICI Bank, Axis Bank,Federal Bank, Dhanalakshmi BankCiti Bank NA, LondonBank of America, USAStandard Chartered Bank, UAE

Registered Office

D-207, Second FloorInternational Infotech CentreBelapur Railway Station ComplexCBD Belapur, Navi MumbaiMumbai 400 614

Registrar & Transfer Agents

Sharex Dynamics (India) Private Limited17-B, Dena Bank Building, 2nd FloorHorniman Circle, Fort, Mumbai 400 001

FACILITIES

Trivandrum

233/241, “NILA”Technopark CampusTrivandrum, Kerala 695 581

C – 4, “TEJASWINI”Technopark CampusTrivandrum, Kerala 695 581

Cochin

Near South OverbridgeValanjambalamCochin 682 016

Bhubaneswar

STPI Complex , Fortune towersBhubaneswar 751 023

SUBSIDIARY COMPANIES

INDIA

Thunga Software Private LimitedMKB Towers, 7th Main,H A L 2nd Stage,Bangalore 560 038

Accentia Oak Technologies Pvt Ltd4th Floor, Babu Khan Mall,Somajiguda, Hyderabad 500 016

Accentia Education Services P LtdInternational Infotech CentreCBD Belapur, Navi MumbaiMumbai 400 614

USA

GSR Physicians Billing Services Inc.10096 Griffin Road,Cooper City, Florida 33328

GSR Systems Inc.7481 W. Oakland Park Blvd.Suite 302, Lauderhill, Florida 33319

Denmed Inc.1485 20th St SESalem, Oregon 97302

Oak Technologies Inc.50 Cragwood Road, Ste 104South Plainfield, NJ 07080-2435

UAE

Accentia Technologies FZERAK Free Trade ZoneP.O Box 10055, Ras Al Khaimah,United Arab Emirates

Mr Sooraj C. K.Director, Operations & HR

Mr Kezer KharawalaIndependent Director

Bangalore

3802/B, MKB TowersHAL 2nd Stage, Bangalore 560038

Hyderabad

Babu Khan Mall, SomajigudaHyderabad 500 016


DIRECTORS’ REPORT

Distinguished Members,

It is a great privilege for the Directors to present the TwentySecond Annual Report of the Company along with AuditedAnnual accounts for the financial year 2012-13.

A. Performance of the Company

The healthcare segment in the US is compelled to shiftfrom conventional Medical Transcription to ElectronicMedical Records (EMR). Though the reforms open uptremendous opportunities for growth, the abovementioned transition has temporarily affected theproductivity. However,the Company is carrying out theoperational activities of the Company in a bettermanner.

B. Financials of the Company

The financial highlights of the Company are givenbelow:

Financial Results (Stand Alone) ` in lakhs

Particulars For the year For the yearended ended

31.03.2013 31.03.2012

Total Income 18,236 12,674

Less: Total Expenditure 16,404 11,750

Profit Before Tax 1,832 924

Less: Provision of tax 609 146

Profit after Tax 1,223 778

Financial Results (Consolidated)` in lakhs

Particulars For the year For the yearended ended

31.03.2013 31.03.2012

Total Income 31,136 26,085

Less: Total Expenditure 27,473 23,516

Profit before Tax 3,664 2,569

Less: Provision of tax 739 257

Profit after Tax 2,925 2,312

C. Dividend

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

D. Share Capital

As on date of this report the Authorized capital of theCompany is Rs. 25,00,00,000/-(Rupees Twenty FiveCrore only) divided into 2,50,00,000 equity shares ofRs. 10/- each. The total issued, subscribed and paid upcapital of the Company as on the date of the report isRs. 17,02,45,700/- ,(Rupees Seventeen Crores Two LacsForty Five Thousand Seven Hundred Only) divided into1,70,24,570 equity shares of Rs.10/- each.

E. Constitution of the Board

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

Name of Directors Designation Date ofAppointment

1 Sooraj C. K. Whole Time 22/03/2006Director

2 Pradeep Managing 28/03/2006Viswambharan Director & CEO

3 S. M. Parande Independent 28/07/2006Director

4 Kezer Abbas Independent 12/11/2010Kharawala Director

During this year, Director Mr.Kabir Kewalramani hadresigned from the Board with effect from 11thSeptember, 2013 and Mr.Ravi Sankar had resigned fromthe Board with effect from 18th September, 2013.

F. Fixed Deposits

Your company has not accepted any public depositswithin the meaning of provisions of section 58A of theCompanies act, 1956 read wth the Companies(Acceptance of Deposit) Rules, 1975 and as such noamount of principal or interest are outstanding as onthe balance sheet date.

G. Management Discussion and Analysis

The Management Discussion and Analysis including theresult of operations of the Company for the year underreview, 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 thecorporate governace standards prescribed by theSecurities and Exchang Board of India (SEBI). A reporton the Corproate Governance with MangementDiscussions and Analysis as required under Clause


49 of the listing Agreement forms part of this report.

The requisite certificate from the Auditors of theCompany confirming compliance with conditionsunder aforesaid Clause 49 is attached to this report.

I. Auditors

M/s. DMKH & Co, Chartered Accountants, Mumbai, theStatutory Auditors of the Company retires at theconclusion of the ensuing Annual General Meeting andis eligible for re- appointment. The Company hasreceived confirmation from the Auditors that their re-appointment will be within the limits prescribed undersection 224(1 B) of the Companies Act, 1956. Thenecessary resolution is being placed before theshareholders for approval.

J. Auditor’s Report

The report of the Auditors of the Company and notes tothe accounts are self explanatory and therefore do notcall for any further comments and may be treated asadequate compliance of Section 217(3) of theCompanies 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, theapplicable accounting standards had been followedalong with proper explanation relating to materialdepartures;

2. that the directors had selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a true and fair view of thestate of affairs of the company at the end of thefinancial year and of the profit or loss of thecompany for that period;

3. that the directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of thisAct for safeguarding the assets of the company andfor preventing and detecting fraud and otherirregularities;

4. that the directors had prepared the annual accountson a going concern basis.

L. Particulars Of Employees

During the period under review, no employee of theCompany has received remuneration at a rate, which,in the aggregate was more than Rs. 5,00,000/- or moreper month or Rs.60,00,000/- or more per annum and

hence there was no requirement of a statement undersub section (2A) of the Section 217 of the CompaniesAct, 1956 read with Companies (Particulars ofEmployees) Rules, 1975.

M. Conservation Of Energy

Your Company’s operations do not involve large scaleuse of energy. The disclosure of particulars under thishead is not applicable as your Company operates in theService sector. Although your Company is not alargescale energy user, it acknowledges the concept ofconservation of energy.

N. Foreign Exchange Earnings & Outgo

The foreign exchange earnings of the Company for theyear is Rs. 1,069,026,524/- as against Rs.927,621,875/-of the previous year and the foreign exchange outgo ofthe Company for the year is Rs. 77,261,143/- as againstRs. 89,430,474/- of the previous year. Also note thatthere is a difference in the previous year forex outflowof the Company in the P&L for the current year fromthat of the Previous year's P&L Account.

O. Corporate Social Responsibility

Your Company is known not only for its commitmenttowards its clients but also for its commitment to thesociety. Social commitment is becoming a part ofAccentia culture.

Through the charitable foundation, Accentia CandleLight Charitable Trust, Accentia and its stakeholderscontribute a part of their earnings, acquired knowledge,and efforts for the good of the underprivileged. Firmlyanchored in our corporate values, it is reflected in ourdaily activities.

Accentia's current initiatives focus on facilitatingunderprivileged children's education, healthcare, andsupport for palliative care for children under the age of18. Accentia also helps various terminally ill patientswith healthcare and medical facilities and extends itssupport to various organizations who reach out theseunderprivileged 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.


CEO Certification

I, Pradeep Viswambharan, Managing Director and ChiefExecutive Officer of M/s. Accentia Technologies Limited, tothe best of my knowledge and belief, certify that:

(a) We have reviewed the consolidated and stand aloneBalance Sheet and the Profit and Loss account for theyear ended 31.03.2013 and all its schedule, notes toaccounts as well as the cash flow statement for thatyear and the Directors’ report for that year and to thebest of our knowledge and belief:

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

ii) These statements together present a true and fairview of the company’s affairs and are in compliancewith existing accounting standards, applicable lawsand regulations.

(b) There are, to the best of our knowledge and belief, notransactions entered into by the company during theyear which are fraudulent, illegal or violating theCompany’s code of conduct.

(c) We accept responsibility for establishing and

CERTIFICATIONS AND REPORTS

maintaining internal controls for the financial reportingand that they have evaluated the effectiveness ofinternal control systems of the company pertaining tofinancial reporting and they have disclosed to theauditors and the Audit Committee, deficiencies in thedesign or operation of such internal controls, if any, ofwhich they are ware and the steps they have taken orpropose to take to rectify these deficiencies.

(d) We have indicated to the Auditors and the AuditCommittee

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

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

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

Navi Mumbai Pradeep ViswambharanNovember 27, 2013 Managing Director &

Chief Executive Officer

7. Oak Technologies Inc.

8. Accentia Technologies FZE

In terms of the general exemption given by theMinistry of Corporate Affairs, Government of India(MCA) through General Circular No. 2/2011 and PressNote 3/2011, the Board of Directors has accorded theirconsent to the Company not to attach the specifiedparticulars of its Subsidiary Companies with thebalance sheet of the Holding Company.

Q. Acknowledgement

Your Directors place on record their gratitude to theCentral and State Governments, and the Company’sBankers for their assistance, co-operation andencouragement 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 theirvaluable trust in the company's performance and fortheir support and encouragement, enabling thecompany to venture in to various upcoming projectsand spread its wings globally.

By and on behalf of the BoardAccentia Technologies Limited

Pradeep Viswambharan Sooraj C. K.Managing Director & Wholetime DirectorChief Executive Officer

Navi MumbaiNovember 27, 2013


1. Company’s Philosophy on the Code of Governance

Corporate Governance essentially is the system by which companies are directed and controlled by the management in thebest interest of the stakeholders and others. Corporate Governance ensures fairness, transparency and integrity of themanagement. Corporate Governance is a way of life, rather than a mere legal compulsion. It further inspires and strengthensinvestor’s confidence and commitment to the Company. Accentia Technologies Ltd. believes that all its operations andactions must serve the underlying goal of enhancing overall shareholder value, over a sustained period of time.

In compliance with the disclosure requirements of Clause 49 of the Listing Agreement executed with the stock exchanges,the details are set out below:

2. Board of Directors

The Board of Directors comprises of six Directors. The composition and category of the Board is as follows:

REPORT ON CORPORATE GOVERNANCE

Name of the Director Category

1. Pradeep Viswambharan Suseela Executive Promoter Director/Managing Director/CEO

2. Sooraj C.K Executive Promoter Director/Whole- time Director

3. Ravi Sankar Executive Director

4. S.M. Parande Independent Non executive Director/Chairman

5. Kabir Kewalramani Nominee Director

6. Kezer Abbas Kharawala Independent Non executive Director

None of the Directors on the Board is a member in more than ten Committees and Chairman of more than five Committees(as per Clause 49(I)(C)(ii)) across all the companies in which he is a Director. All the Directors have made the requisitedisclosures regarding Committee positions held by them in other companies.

During the year under review the Board of directors met six times as against the minimum requirement of 4 meetings. Themaximum time gap between any two meetings was not more than 4 calendar months in any case. The Board had met on14.05.2012, 05.06.2012, 14.08.2012, 27.08.2012, 14.11.2012 and 14.02.2013.

The attendance of each director at the Board meeting, Last Annual General Meeting and number of other directorship andChairmanship/membership of Committee held by each of the director in other companies are as under:

Name ofDirector

Attendance

Board LastAGM

Relationshipwith otherDirectors

No. of other Directorships/ membership

India Listed

Companies*

Companies allaround the

world (listedand unlisted)**

CommitteeMembership

***

CommitteeChairmanship***

PradeepViswambharanSuseela 6 YES None NIL 10 NIL NIL

Sooraj C.K. 6 YES None NIL 3 3 NIL

Ravi Sankar 6 YES None NIL 2 NIL NIL

S.M. Parande 5 YES None NIL 8 3 1

KabirKewalramani 4 YES None NIL 5 NIL NIL

Kezer AbbasKharawala 5 YES None NIL NIL NIL NIL

* Excluding directorship in Accentia Technologies Limited** Including directorship in Accentia Technologies Limited and its subsidiaries*** Including Chairmanships in Accentia Technologies Limited and its subsidiaries


3. Audit committee

The audit committee of the company had beenreconstituted with the following members Mr. S.M. Parande,Mr.Kezer Abbas Kharawala and Mr. Sooraj C. K.. Theconstitution of the committee also meets the requirementsunder Section 292A of the Companies Act, 1956. The termsof reference of the Audit Committee are as contained inthe Clause 49 of the Listing Agreement. Mr. S.M.Parande isthe Chairman of the Audit Committee. The compositionand attendance of the Committee is as follows:

Name of the Position in No. of committeeDirector committee meetings attended

S.M. Parande Chairman 3

Kezer AbbasKharawala Member 3

Sooraj .C.K Member 3

During the year the Committee has met 4 times.

Sl. No. Venue Date

1 The Trident Hotel, Mumbai 14.05.2012

2 Hotel Sahara Star, Mumbai 14.08.2012



Terms of Reference

The terms of reference of the Audit Committee, broadlyare as under:

1. Overseeing the Company’s financial reporting processand the disclosure of its financial information to ensurethat the financial statements are true and fair.

2. Recommending to the Board, the appointment, re-appointment of the statutory auditors, fixation of auditfees and fees for other services.

3. Reviewing, with Management, the quarterly and annualfinancial statements before submission to the Boardfor approval.

4. Reviewing the adequacy of internal control systemsand internal audit function, including the structure ofthe internal audit department, staffing and seniority ofthe official heading the department, reporting structurecoverage and frequency of internal audit.

5. Discussing with internal auditors any significant findingsand follow up there on.

6. Reviewing the findings of any internal investigationsby the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting thematter to the Board.

7. Discussion with the statutory auditors before the auditcommences, about the nature and scope of audit aswell as post-audit discussion to ascertain any area ofconcern.

8. To look into the reasons, if any, for substantial defaultsin the payments to the depositors, debenture holders,shareholders (in case of non payment of declareddividend) and creditors.

9. Reviewing of the Internal Audit Reports of the foreignsubsidiaries.

In addition to the above, all items listed in Clause 49 (II) (D)of the Listing Agreement.

4. Remuneration committee

The remuneration committee of the company had beenconstituted with the following members, Mr. Kezer AbbasKharawala, Sooraj.C.K and Mr. Ravi sankar. The remunerationcommittee has been constituted to recommend/review theremuneration package of the directors based onperformance and defined criteria. The remuneration policyis directed towards rewarding performance based on reviewof achievements on a periodical basis. The remunerationpolicy is in consonance with the existing industry practice.Mr. Kezer Abbas Kharawala is the Chairman of theRemuneration Committee. The composition andattendance of the Committee is as follows:


Kezer AbbasKharawala Chairman 3

Ravi Sankar Member 4

Sooraj .C.K Member 4


Sl. No. Venue Date





5. Shareholders’/Investor grievance committee

The shareholders’/investor grievance committee had beenreconstituted with the following members Mr. Sooraj.C.K, Mr.Kezer Abbas Kharawala and Mr. Ravi sankar. Mr. Sooraj.C.K, is


the Chairman of the shareholders’/investor grievancecommittee. The composition and attendance of the Committeeis as follows:


Sooraj C.K. Chairman 4

Kezer AbbasKharawala Member 3

Ravi Sankar Member 4


Sl. No. Venue Date





The Committee supervises the systems of redressal ofInvestor Grievances and ensures cordial investor relations.The scope and functions of the Committee also includesapproval of transfer and transmission of shares and othermatters like consolidation of certificates, issue of duplicateshare certificates, dematerialisation/ rematerialisation ofshares in stipulated time period. Minutes of its meetingsand resolutions passed by the Committee throughcirculation are placed at the Board Meetings for information.

6. Investor grievances and share transfer

We have a Board-level investor grievance committee toexamine and redress shareholders’ and investors’complaints. The status on complaints and share transfers isreported to the Board from time to time. The details ofshares transferred and the nature of complaints areprovided in the additional information to Shareholderssection of the Annual Report. The share transfer committeeof the company will meet as often as required to approvethe share transfers for matters regarding shares transferredin physical form, share certificates, dividends, change ofaddress, etc. Shareholders should communicate withconcerned intermediaries appointed for the purpose.Shares transacted in electronic form can be effected in amuch simpler and faster manner. After confirmation ofsale/purchase transaction from the broker, shareholdersshould approach the depositary participant with a requestto debit or credit the account for the transaction. TheDepositary participant will immediately arrange tocomplete the transaction by updating the account. Thereis no need for a separate communication to the companyto register the share transfer.

7. Details of non-compliance

There has been no non-compliance of any legalrequirements nor have there been any strictures imposedby any stock exchange, SEBI or SEC, on any matters relatingto the capital market over the last three financial years.

8. General body meetings

The general meetings are the place for the shareholders toexpress their views and concerns and at Accentia we respecttheir right and privilege to a great extent. The general meetingsof the company are being conducted in a proper and transparentmanner and the same has enhanced the image of the companyamong investor community in a larger manner.

Location and place of the last three Annual GeneralMeetings

Financial Venue Date & Day Time SpecialYear Resolutions

passed

2011-12 Hotel The Friday, 9.30 A.M. 1. Further issuePark, Navi 28.09.2012 of SharesMumbai 2. Issue of

Convertible Share Warrants

2010-11 Hotel The Wednesday, 10.30 A.M. 1. Further issuePark, Navi 21.12.2011 of SharesMumbai

2009-10 Hotel The Wednesday, 10.30 A.M. 1. Further issuePark, Navi 29.09.2010 of SharesMumbai 2. Issue of

Convertible Share Warrants

No special resolution was passed last year through postal ballot.

SUBSIDIARY COMPANIES

The revised Clause 49 defines a “material non-listed Indiansubsidiary” as an unlisted subsidiary, incorporated in India,whose turnover or net worth (i.e. paid up capital and freereserves) exceeds 20% of the consolidated turnover or networth respectively, of the listed holding company and itssubsidiaries in the immediately preceding accounting year.Under this definition, the company does not have a ‘materialnon-listed Indian subsidiary’.

9. Whistle Blower Policy

Whistle blower policy is a mechanism which enables theemployees of the company to report about any unethicalbehavior, actual or suspected fraud, violations of our Codeof conduct or ethics policy while safeguarding theemployees who avail of the mechanism against reprisals orvictimization. The company provides the employees,


customers and vendors an avenue to raise their concernsabout any actions against ethical, moral and legal businessconduct and the company’s commitment to opencommunication. Accentia Technologies Limited retains theprerogative to determine when circumstances warrant aninvestigation and in conformity with this policy andapplicable laws and regulations the appropriate investigativeprocess to be employed. And the mechanism also providesa direct access to the Chairperson of the Audit committeein exceptional cases taking into consideration theseriousness of the issue. We further affirm that no personhas been denied the access to the audit committee duringthe fiscal 2012-13.

10. Code of Conduct

The Company’s Board has laid down a code of conduct forall Board members and senior management of the company.The code of conduct is available on the website of thecompany, www.accentiatech.com. All Board members andsenior management personnel have affirmed compliancewith the Code of Conduct. A declaration signed by the ChiefExecutive Officer (CEO) to this effect is enclosed at the endof this report.

11. Disclosures

a) There were no material transactions between thecompany and its directors or management or their relativesthat have any potential conflict with interests of the companyat large. Transactions with related party are disclosedelsewhere in the Annual Report. None of the transactionshave potential conflict with interest of the company at large.

b) Details of non-compliance by the company, penalties,strictures imposed on the company by Stock exchanges orany Statutory authority, or any matter related to capitalmarkets, during the last three years – None

12. Means of Communication

The Company has promptly reported all informationincluding declaration of Quarterly Financial Results to theStock exchange where the stocks of the company are listed.The company also publishes the Un-audited financial resultsin Free Press Journal, English Newspaper and in NavshaktiMarathi Newspaper.

13. General Shareholder information

13.1 Annual General Meeting

Date & Time: Monday, 30th December, 2013 at 9.30 A.M.

Venue: Hotel The Park, No. 1, Sector 10, CBD Belapur, NaviMumbai, Maharashtra-400614.

13.2 Book closure Date :

23rd December , 2013 to 30th December, 2013 (both daysinclusive)

13.3 i) Listing of Equity shares on Bombay Stock Exchange

ii) Listing fees for the year 2012-13 is duly paid tostock exchange as per listing agreement.

13.4 Stock Code :

BSE SCRIP CODE 531897

13.5 Demat ISIN Numbers in NSDL and CDSL:

INE122B01012

13.6 Stock Market Data at BSE

Month High Low Close No. ofTrades

April 2012 77.00 60.15 61.85 1251

May 2012 65.00 56.00 68.25 895

June 2012 62.00 55.60 59.00 494

July 2012 62.55 51.20 53.55 904

August 2012 70.50 53.00 64.00 3230

September 2012 69.75 54.60 57.10 2520

October 2012 67.20 52.10 52.60 2401

November 2012 56.00 48.55 52.05 2295

December 2012 56.95 46.50 50.50 1528

January 2013 54.00 47.00 51.50 1726

February 2013 53.00 39.00 39.75 5083

March 2013 43.95 35.60 42.05 2262

13.7 Registered Office : D-207, Second Floor, InternationalInfo Tech Park, Belapur Railway Station, Sector-II, CBD Belapur,Navi Mumbai – 400614, Maharashtra

13.8. Company Secretary & Compliance Officer :Ms. Jayashree C.O., Company Secretary

13.9. Registrar and Transfer Agents : Sharex Dynamic(India) Private Ltd Unit-1, Luthra Ind. Premises, Safed Pool,Andheri- Kurla Road, Andheri(E), Mumbai-400072

13.10. Share transfer system as per listing agreementand Companies Act, 1956


Category ofShareholder

No. ofShare

holders

Total No. ofShares

Total No. of Sharesheld in dematerial-

ized Form

Total shareholding asa % of total number

of shares

Share pledged orotherwise encumbered

As – a %of A+B

As – a %of A+B+C

No. ofshares

As a % ofTotal no of

sharesA Shareholding of Promoters

And Promoter Group1 Indiana Individual Huf 11 3736981 3736981 21.951 21.951 1705000 45.625b Central/State Gov 0 0 0 0.000 0.000 0 0.000c Bodies Corporates 0 0 0 0.000 0.000 0 0.000d Fins / Banks 0 0 0 0.000 0.000 0 0.000e Any Other specify 0 0 0 0.000 0.000 0 0.000e-1 0 0 0 0.000 0.000 0 0.000e-2 0 0 0 0.000 0.000 0 0.000

Sub Total(A)(1) 11 3736981 3736981 21.951 21.951 1705000 45.6252 Foreigna Indv NRI/For Ind 0 0 0 0.000 0.000 0 0.000b Bodies Corporate 0 0 0 0.000 0.000 0 0.000c Institutions 0 0 0 0.000 0.000 0 0.000d Qualified For.Inv. 0 0 0 0.000 0.000 0 0.000e Any Other Specify 0 0 0 0.000 0.000 0 0.000e-1 0 0 0 0.000 0.000 0 0.000e-2 0 0 0 0.000 0.000 0 0.000

Sub Total(A)(2) 0 0 0 0.000 0.000 0 0.000Total Shareholding of Promoter andPromoter GroupTotal (A)= (A)(1)+(A)(2) 11 3736981 3736981 21.951 21.951 1705000 45.625

B Public shareholding1 Institutionsa Mutual Funds 0 0 0 0.000 0.000b Fins / Banks 0 0 0 0.000 0.000c Central/State Govt 0 0 0 0.000 0.000d Venture Cap Fund 1 210554 210554 1.237 1.237e Insurance Comp(s) 0 0 0 0.000 0.000f Foreign Ins Invest 3 944010 944010 5.545 5.545g Foreign Ven Cap In 0 0 0 0.000 0.000h Qualified For.Inv. 0 0 0 0.000 0.000i Any Other -Specify 0 0 0 0.000 0.000i-1 0 0 0 0.000 0.000i-2 0 0 0 0.000 0.000

Sub-Total (B)(1) 4 1154564 1154564 6.782 6.782B2 Non-institutionsa Bodies Corporates 150 1009862 1009862 5.932 5.932b Individuals

i) upto Rs 1-Lac 4517 2470379 2448783 14.511 14.511ii) above Rs1-Lac 99 5017214 4999248 29.470 29.470

c Qualified For.Inv. 0 0 0 0.000 0.000d Any Other -Clr-Mem 18 2254879 2051264 13.245 13.245d-1 0 0 0 0.000 0.000d-2 0 0 0 0.000 0.000

-OCB 1 611111 611111 3.590 3.590-NRI 96 769580 769580 4.520 4.520Sub-Total (B)(2) 4881 12133025 11889848 71.268 71.268

(B) Total (B)= (B)(1)+(B)(2) 4885 13287589 13044412 78.049 78.049TOTAL (A)+(B) 4896 17024570 16781393 100.000 1705000 10.015

C Held by Custodians againstDepository ReceiptsPROMOTER & PRO GRP 0 0 0 0.000PUBLIC 0 0 0 0.000GRAND TOTAL (A)+(B)+(C) 4896 17024570 16781393 100.000 1705000 10.015

13.11. Distribution of Shareholders as on 31st March 2013


13.12. Dematerialization of Shares Trading and Liquidity

Dematerialization of Shares Trading in equity shares of the company is permitted only in dematerialized form. As on 31stMarch 2012, 0.23% of the equity shares of the company were in the dematerialized form.

13.13 a) Investor correspondence : Sharex Dynamic (India) Private LtdFor share transfer/dematerialization of shares Unit-1, Luthra Ind. Premises,Payment of dividend on shares, interest and Safed Pool, Andheri- Kurla Road,Redemption of debentures and any other Andheri(E), Mumbai 400072query relating to the shares and debenturesof the company.

b) Any other query : D-207, Second Floor,International Info Tech Park,Belapur Railway Station, Sector-II,CBD Belapur, Navi Mumbai 400614

CEO’s DECLARATION TO COMPLIANCE OF CODE OF ETHICS

This is to confirm that the Company has adopted a Code of Ethics for it Board Members and Senior Management and the sameis available on corporate website www.accentiatech.com. I confirm that the Company has in respect of financial year endedMarch 31, 2013 received from the Members of the Board compliance with the Code of Ethics as applicable to them.

Place: Navi Mumbai Pradeep ViswambharanDate : November 27, 2013 Managing Director & CEO


MANAGEMENT DISCUSSION AND ANALYSIS

THE EVOLUTION - 1998 to 2006Humble beginnings...

The promoters of Accentia had initially ventured into ITESbusiness through Geosoft Technologies (Trivandrum) Ltd.Geosoft was started by a trio of enthusiastic entrepreneursled by Pradeep Viswambharan and supported by Sooraj andRajeev and was located at Technopark, Trivandrum, knownas the greenest and the oldest techno polis in India. TheCompany was set up to offer documentation services tothe Healthcare industry, basically medical transcription.Accentia right from the beginning had always believed inthe value-added service in every client engagement andthus the model designed by the team was based on a strongfoundation towards client commitment and quality.

After a rigorous selection process and interviews, Geosoftstarted with thirteen employees, who all had prior experienceworking in the same field. Geosoft hired young people withhigh calibre to fill all major areas required to run the business– namely Transcriptionist, Editor, Proofers, Quality Managerand Trainer. They also started a training department to imparttraining for entire batches of fresh graduates, since therewas no availability of trained manpower for the required skillsat the time. The initial days were tough as the costs werehigh and it was not easy for a start-up Company from thehitherto unknown city of Trivandrum in Kerala to bag ordersfrom any major client. Accentia was initially executing workfor smaller clinics and physician groups, when it formed anassociation with US based major MT Company. This associationhelped Accentia put in place a lot of the delivery and trainingprocesses to help stabilize the back-end. Accentia investedsignificantly in improving its back end delivery capabilitiesbetween 2000 and 2005.

Geosoft was now firmly grounded to the roots with its visionto become the leader in the healthcare segment; workingwith firm ethics towards customer delight and commitmentwithout compromising on the focus of growth. The BPOdivision of Geosoft Technologies with its excellent customerservices positioned itself as one of the leading companies inits segment in South India. With some of the best intellectsfrom the industry in its ranks, Geosoft Technologies soon startedcatering to the requirements of the other companies in thesimilar industry by starting a consultancy division.

Going up the value chain

With the vast experience gained, Geosoft decided to ventureinto providing consultancies to share the knowledge theaspirants starting Healthcare Documentation units in Indiaand set up its consultancy division to provide end-to-endconsultancy services to start ups. Most of these units spreadacross India which received hand holding from Geosoft, are

running successfully now.

With the increasing requirement to match with the ongoingtechnological changes, Geosoft started a Product Divisionunder the name of Iridium. With a focused approach, theproduct team was able to come up with end-to-end globalwork flow automation systems that help in the day-to-daywork flow. Products like Iridium Medical TranscriptionAutomation Software (iMTAS), Iridium Certified Home BasedMedical Transcription (iCHMT), Iridium Certified MedicalTranscription (iCMT), Falcon-2000, F1 HBPO automationSoftware, iridium Real Time School (iRTS), iridium AccountsManagement System (iAMS), iridium Inventory ManagementSystem (iIMS), iridium Payroll Management System (iPMS),iridium Business Transcription System (iBT), iridium HospitalManagement System (iHMS) are few of the products thatgot wide acceptance among its customers.

High performance combined with six sigma standards atevery step in the SDLC process was an added advantage forour clients who have placed their confidence in theCompany. Our solutions focus on leveraging the latesttechnologies in innovative ways, which boost the bottomline of the customer and ensure that the products andservices redefine the way the industry functions.

Very soon Geosoft Technologies became one of the pioneersin Healthcare BPO and the Product Division segment in India,with a capacity of 675 seats and infrastructure of 8,000 sq ftat Technopark, Trivandrum.

THE GIANT LEAP - 2006 to 2010As part of the expansion plan, in the year 2006, the giantleap that the promoter Pradeep Viswambharan took was totake over a Mumbai listed Company named HiTechEntertainment Limited through an open offer. The sameyear, as a part of consolidation and Inorganic growth, HiTechEntertainment Limited took over Geosoft and Iridium.Further the name HiTech Entertainment was changed toAccentia Technologies Ltd. to better represent the businessactivities of the Company.

Reorganisation of Business

Having stabilised the business in the healthcaredocumentation (medical transcription) over a period of 8years, Accentia management decided to venture intointegrated Healthcare Receivables Cycle Management(HRCM), which was a logical extension of its ongoingbusiness.

In the US, a vast majority of healthcare services arereimbursed through insurance companies and it ismandatory to document, code and prepare detailed bill tobe submitted to insurance companies for reimbursement.


Traditionally the above services are offered by separateservice organisations.

In the light of the Accentia’s past bitter experiences instabilising MT business from scratch which consumed ahuge amount of capital in the first 4 years from inception,the management decided to inorganically acquire thenecessary skills, professional expertise, intangible processesand systems and a set of high calibre professional employeesthrough acquisition of companies in the field of medicalcoding and medical billing & collections. The managementbelieved that acquisitions on the above lines would lead toAccentia offering end-to-end services in HRCM, which wouldreduce cost and improve the revenue cycle time andincrease the profitability of clients in the US.

Inorganic growth path

Pradeep was one of the pioneers who believed in theconcept of inorganic growth in Business Process Outsourcingin the healthcare segment. He believed that it is the fastestand easiest way to expand the business to a global scale.

The first step towards consolidation and increasing the sizethrough inorganic growth was taken with the acquisition ofcompanies in the US namely GSR Physicians Billing ServicesInc., GSR Systems Inc and Denmed Inc. In order to augmentthe capacities in the Indian back end delivery side, Accentiazeroed in on a few stabilised and established healthcareBPO outfits like Asscent Infoserve Pvt Ltd. and ThungaSoftware Limited in India. Both these companies werehealthcare documentation outsourcing service providers.With these acquisitions the workforce and infrastructuregrew multi-fold. This inorganic growth, accompanied bymuch higher organic traction after the creation of a US basedlocalised front-end, has helped Accentia increase revenuessignificantly between FY 2007 and FY 2011.

In the year 2008, as part of inorganic growth, AccentiaTechnologies Ltd acquired the US based OakTechnologies Inc, which had Indian back-end operationsat three locations in Hyderabad and one in Bhubaneswar.

THE NEW HEALTHCARE POLICY IN THE US AND ITS IMPACT – 2010 till dateThe emergence of EMR

The current incumbent President of the USA has taken keeninterest in bringing about a radical change in the healthcaresystem and as a result, the US Senate passed a historic HealthcareBill in 2010 that is set to eliminate gross inefficiencies in thesystem which was leading to wastage of billions of dollars.

The new law has paved way for a rethinking in the waydocumentation and healthcare receivables cyclemanagement has been conducted. One of the majormandatory requirements as per the new Obama HealthcareBill is the usage of an Electronic Medical Records (EMR)suite to capture and record patients’ demographical, clinicaland all other related data into a database, which can beaccessed anytime for future reference and analysis.

In order to motivate all the physicians and healthcareorganisations in the US to adopt the new EMR based clinicalmanagement, Obama administration has offered anincentive scheme. Monetary incentives of up to US$ 44,000is payable to all physicians who adopt any EMR softwarewhich is certified by the ONC-ATCB (Office of the NationalCoordinator – Authorised Testing and Certification Body).This certification does not represent an endorsement ofthe US Department of Health and Human Services norguarantee the receipt of incentive payments. Use of ONC-ATCB certified EMR software is a required first step inqualifying eligible healthcare providers for incentive fundingunder the American Recovery and Reinvestment Act(ARRA). The US government has set apart more than US$ 80

billion specifically for this mission. However the physicianshave to prove meaningful use of EMR technology in theirclinical practice to claim the incentive amount.

As explained above, EMR captures and stores all clinical anddemographic data in a database format compared to physicalreports created and maintained through the age old practiceof medical transcription which has been the major businessarea of Accentia over the years

Remodelling of Business Plan

The adoption of EMR based clinical practice has opened upavenues for an integrated end-to-end SaaS model (Softwareas a Service) of service delivery. Since August 2010,Accentia’s product development team along with theirfunctional experts and development partners have beeninvolved in the mission of designing and developing a worldclass, fully integrated, multi disciplined, cloud based hostedapplication which integrates all services from electronicmedical records(EMR)-practice management system(PMS)-code mapping/scrubbing-medical billing & receivablesmanagement system(RCM)-electronic data interchange(EDI) with insurance companies(payer). The aboveseamlessly integrated SaaS system functions as a one-stopshop for a clinical provider that manages all their healthcaredocumentation needs, receivables management needs,performance tracking and reporting and would eliminatethe need to keep networking and technology personnel attheir end to manage the software system, since it is servedby a hosted server.




Why SAAS / EMR is a game-changer for Accentia

Unique Competitive Positioning: Currently most EMR

companies in the US provide only the software, without

the back-end BPO

services of inputting into

the EMR chart. Further,

there are very few HRCM

companies that straddle

MT – Coding – Billing –

Receivable Mgmt (most

specialize in one of these

services). Accentia is thus

uniquely positioned to provide an integrated end-to-end

SAAS service offering.

Ability to grow organically: Before the requirement

of physicians moving to EMR, there was significant inertia

for physicians to change their existing HRCM service

providers. Due to the incentives – penalties associated

with EMR’s, all physicians are now being forced to look at

new alternatives with an EMR offering. Given Accentia’s

unique positioning in this offering, they are very well

placed to win a reasonable share of this business.

Significantly increased opportunity size: As

compared to the current model, wherein most clients

use one of Accentia’s services --- Accentia would be

offering the entire end-to-end service to doctors and

charging a fixed % of revenues. The revenue per doctor

will be significantly more than that of the same doctor

using only MT, with s imi lar / h igher levels of

profitability.

Strategic Partner model: Given the large shift towards

EMR which is expected to

take place in the US, there

are a number of players

in the HRCM landscape,

who are looking at tie-ups

to be able to provide an

EMR solution to their

clients (especially EMR

service delivery). There are a number of small / mid /

large players that Accentia is in discussions with for a

partnership model. This significantly reduces the

requirement of Accentia having to make significant

upfront investments on the sales & marketing side.

Simplicity: Unlike other EMR software’s, InstaKare is a

product that finally provides innovation, advancement

and user-friendliness in the generic world of healthcare

management. The software is developed in such a way

that it is not at all complicated and is very simple to use

to keeping non-tech savvy people in our mind. Our EMR

software requires only less training to get used to its

various features. InstKare integrates with each and every

existing practice systems. Because its functionality is so

intuitive, physicians and their practices can be made more

effective.

PRODUCTS - HEALTHCARE :

InstaKare

InstaKare is a web-based Drummond Certfified

Complete EHR (Ambulatory) software developed

by Accentia. Apart

from its highest

usability, user

satisfaction levels,

intensive clinical

contents and state-

of-the-art workflow

features, Instakare

offers very unique

features for clinical

data management.

InstaPMS

If a physician is looking for

a powerful and versatile,

yet easy-to-use Practice

Management System,

they can rely on instaPMS

to optimize all of their

clinical and financial

functions and obligations.


InstaDRT

InstaRCM InstaWeb

InstaBill

InstaScribe


PRODUCTS - EDUCATION :

• safecommSafecomm is an innovative GSM communication device that

ensures safe and secure communication among family

members and closed user groups. Safecomm is extremely

safe and convenient to people of all age groups, particularly

for the vulnerable

members of the family

including school children,

college goers and aged

members for whom a

hotline connectivity

comes very handy in times

of need.

In order to safeguard the

user from unwanted calls

and messages, the hot

keys of safecomm can only

be activated through the

principal user’s mobile phone (in the case of students, the

hot key configuration is done through parent’s mobile phone

only).

The safecomm users can press any of the hot keys and

connect to any of the four numbers stored in those hot

keys. Safecomm, the family hotline, has many target-user

groups.

Accentia Technologies’ research and development wing has

put in a lot of research

work to develop and

device various

methods to lift the

current teaching

methodology and

take the current

training to a different

level to prepare our

kids to for the global

challenges. The highly

experienced team

members of the

research and

• iSchool Pad

development team which consists of teachers and lecturers

with more than 20 year experience clubbed with the

younger generation of software team who blend together

to come up with the current curriculum in the most

innovative manner.

This innovative iSchool Pad solution is aimed for students

from LKG to XII standards for CBSE, ICSE and State Boards.

The students will be able to exhibit the global competences

once they fully explore the options and training

methodology developed in iSchool Pad. This solution work

in offline mode with all the subject content already loaded

in it. Cutting or limiting the desire of learning is the biggest

crime we can do to a student; hence we also have the

option to connect to internet.

Gone are the days when school kids used to carry their

back-breathing bags full of text books and notebooks

everyday to and fro school/tution class. Our custom-made

education pad, iSchoolPad, can store in a very organized

and structured manner, thousands of text books and study

materials and infinite amount of scribbled/hand written

notes. Creating a totally different experience and excitement

among children towards education.

Yes, iSchoolPad is an all encompassing state-of-the-art

educational solution aimed at moudling the future

generation to compete in the 21st century global market

place.

• A revolution in the making



To,

The Members ofAccentia Technologies Limited

We have examined the compliance of conditions of Corporate Governance by Accentia Technologies Limited,

for the year ended on March 31, 2013, as stipulated in Clause 49 of the Listing Agreement of the Company

with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination

was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance

of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the

financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that

the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned

Listing Agreement.

We state that no Investor Grievances are pending for a period exceeding one month against the Company as

per the records maintained by the Shareholder/ Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

For DMKH & CO.Chartered Accountants.Firm Registration No. 116886W

CA. Durgesh KabraPartnerMembership No. : 44075

Navi MumbaiNovember 27, 2013

AUDITOR’S CERTIFICATE


INDEPENDENT AUDITOR’S REPORT

To,

The Members of Accentia Technologies Limited

1. Report on the Financial Statements

We have audited the accompanying financialstatements of ACCENTIA TECHNOLOGIES LIMITED (‘theCompany’), which comprise the Balance Sheet as atMarch 31, 2013, Statement of Profit and Loss and CashFlow Statement for the year then ended, and a summaryof significant accounting policies and other explanatoryinformation.

2. Management’s Responsibility for the FinancialStatements

Management of the Company is responsible for thepreparation of these financial statements that give atrue and fair view of the financial position, financialperformance and cash flows of the Company inaccordance with the Accounting Standards referred toin sub-section (3C) of section 211 of the CompaniesAct, 1956 (“the Act”). This responsibility includes thedesign, implementation and maintenance of internalcontrol relevant to the preparation and presentation ofthe financial statements that give a true and fair viewand are free from material misstatements, whether dueto fraud or error.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on thesefinancial statements based on our audit. We conductedour audit in accordance with the Standards on Auditingissued by the Institute of Chartered Accountants ofIndia. Those standards require that we comply withethical requirement and plan and perform the audit toobtain reasonable assurance about whether thefinancial statements are free from materialmisstatement.

An audit involves performing procedures to obtain auditevidence about the amount and disclosures in thefinancial statements. The procedures selected dependon the auditor’s judgment, including the assessment ofthe risks of material misstatement of the financial

statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internalcontrol relevant to the Company’s preparation and fairpresentation of the financial statements in order todesign audit procedures that are appropriate in thecircumstances. An audit also includes evaluating theappropriateness of accounting policies used andreasonableness of the accounting estimates made bythe management, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for ouraudit opinion.

4. Opinion

In our opinion and to the best of our information andaccording to the explanations given to us, and thefinancial statements give the information required bythe Act in the manner so required and give a true andfair view in conformity with the accounting principlesgenerally accepted in India:

i) In the case of the Balance Sheet, of the state ofaffairs of the Company as at March 31, 2013;

ii) In the case of the Statement of Profit and Loss ofthe profit for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the cashflows for the year ended on that date.

5. Report on Other Legal and RegulatoryRequirements

(i) As required by the Companies (Auditor’s Report)order, 2003 issued by the Central Government ofIndia in terms of sub-section (4A) of section 227 ofthe Companies Act, 1956, we enclose in theAnnexure a statement of the matters specified inparagraph 4 and 5 of the said order.

(ii) Further to our comments in the Annexure referredto in Paragraph 5(i) above, as required by section227(3) of the Act, we report that;


a. we have obtained all the information andexplanation which to the best of our knowledgeand belief were necessary for the purpose of ouraudit;

b. in our opinion proper books of account as requiredby law have been kept by the Company so far asappears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Lossand Cash Flow Statement dealt with by this reportare in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement ofProfit and Loss and Cash Flow Statement dealtherewith comply with the Accounting Standardsreferred to in Section 211 (3C) of the CompaniesAct, 1956;

e. on the basis of the written representations receivedfrom the Directors and taken on records by the

Board of Directors, none of the Director isdisqualified, as at the balance sheet date, frombeing appointed as a Director in terms of section274 (1) (g) of the Companies Act, 1956;

f. Since the Central Government has not issued anynotification as to the rate at which the cess is to bepaid under section 441A of the Companies Act,1956 nor has it issued any Rules under the saidsection, prescribing the manner in which such cessis to be paid, no cess is due and payable by theCompany.

For DMKH & Co.Chartered Accountants

Firm Reg. No. – 116886W

CA. Durgesh KabraPlace : Navi Mumbai PartnerDate : November 27, 2013 Membership No. : 044075


I. (a) The Company has maintained proper recordsshowing full particulars, including quantitativedetails and situation of Fixed Assets on the basis ofinformation available.

(b) As explained to us, all the fixed assets have beenphysically verified by the management during theyear. There is a regular programme of verificationwhich, in our opinion, is reasonable having regardto the size of the company and the nature of itsassets. No material discrepancies were noticed onsuch physical verification.

(c) In our opinion and according to information andexplanation given to us no substantial part of fixedasset has been disposed off by the company duringthe year and the going concern status of thecompany is not affected.

II. This clause is not applicable to the Company.

III. (a) The Company has granted unsecured loans to foursubsidiaries covered in the register maintainedunder Section 301 of the Companies Act, 1956.The maximum amount involved during the yearand year end balance of such loans were Rs.2,158.75 lakhs.

(b) In our opinion and according to the informationand explanations given to us, the rate of interestand other terms and conditions for the loansmentioned in para (iii) (a) above, are prima facienot prejudicial to the interest of the Company.

(c) Since the loans mentioned in para (iii) (a) above arewithout any fixed repayment schedule, the questionof examining the regularity of repayment of thePrincipal amount and interest thereon, does notarise.

(d) For the same reasons given in para (iii) (c) above,the question of examining the overdue amountand

commenting on the reasonableness of the stepstaken by the Company for the recovery of suchloans does not arise.

(e) The Company has not taken loans from partycovered in the register maintained under Section

Annexure referred to in Paragraph 1 of our report dated 27/11/2013, to the members of ACCENTIA TECHNOLOGIES LTDLIMITED

301 of the Companies Act, 1956, hence para (f ) to(g) of the clause 4 (iii) of the order is not applicableto the company.

IV. In our opinion and according to the information andexplanations given to us, there are adequate internalcontrol procedures commensurate with the size of theCompany and the nature of its business with regard topurchases of inventory, fixed assets and with regard tothe sale of goods and services. Further, on the basis ofour examination of the books and records of thecompany, and according to the information andexplanation given to us, we have neither come acrossnor have been informed of any continuing failure tocorrect major weaknesses in the aforesaid internalcontrol procedures.

V. (a) In respect of transactions covered under section301 of the Companies Act, 1956. In our opinionand according to the information given to us, thereare no such transactions made in pursuance ofcontracts or arrangements that needed to beentered into in the register maintained undersection 301 of the Companies Act, 1956, hencepara (b) of the clause 4 (v) of the order is notapplicable to the company.

VI. The Company has not accepted any deposits duringthe year and consequently the provision of section 58Aand 58AA of the Companies Act, 1956 and the rulesframed there under are not applicable.

VII. In our opinion, the Company has an internal audit systemcommensurate with its size and nature of business.

VII. We have been informed that the maintenance of costrecords has not been prescribed by the central governmentunder section 209(1) (d) of the Companies Act, 1956.

IX (a) According to the information and explanation givento us the Company is generally regular in depositingwith appropriate authorities undisputed statutorydues including income tax, sales tax, wealth tax,customs duty, excise duty, service tax, cess and othermaterial statutory dues applicable.

(b) According to the information and explanation given

to us no undisputed statutory dues including

income tax, sales tax, wealth tax, customs duty,


Name of the Statute Nature of the Dues Amount disputed Year to which Forum where` in lakhs amount related dispute is pending

Service Tax Service Tax and 58.02 2003 to 2007 CESTAT, BangaloreInterest thereon

excise duty, service tax, cess and other material

statutory dues applicable were in arrears as at

31.03.2013 for a period of more than six months

from the date they became payable.

(c) According to the information and explanation given

to us, there are no dues of income tax, sales tax,

customs duty, wealth tax, service tax, excise duty

and cess which has been deposited on account of

any dispute except the below.

X. The Company does not have any accumulated losses at

the end of the year. The company has not incurred anycash losses for the year under review and immediatelypreceding such current year.

XI. According to the records of the company examined byus and the information and explanation given to us, theCompany has not defaulted regularly in repayment ofdues to Financial Institution, Banks and debenture holder.There were some delays in repayment of loans.

XII. We are informed that the company has not granted anyloans and advances on the basis of security by way ofpledge of shares, debentures and the securities.Accordingly the provisions of the clause 4 (xii) of theorder are not applicable to the company.

XIII. The Company is not a chit fund or a nidhi/mutual benefitfund/society. Accordingly the provisions of the clause4 (xiii) of the order are not applicable to the company.

XIV. According to the information and explanation given tous the company is not dealing in or trading in shares,securities, debenture and other investments.

XV. According to the information and explanation given tous the company has not given any guarantee for loanstaken by others from banks or financial institutions.

XVI. According to the information and explanation givenand based on the documents and records produced,on an overall basis, the term loans have been appliedfor the purpose for which they were obtained.

XVII. According to the information and explanations provided

to us and an overall examination of the balance sheetand the cash flow statement of the Company, in ouropinion no funds raised on short term have been usedfor long term investment.

XVIII.According to the information and explanations providedto us, during the year, the Company has madepreferential allotment of equity shares as per theprovisions of the Companies Act and the rate is notprejudicial to the interest of the company.

XIX. According to the information and explanations providedto us, during the year the Company has not issued anydebentures till date.

XX. According to the information and explanations providedto us, during the year the Company has not raised anymoney by way of public issues. Accordingly theprovisions of the clause 4 (xx) of the order are notapplicable to the company.

XXI. Based upon the Audit procedures performed andinformation and explanation given to us, we report thatno fraud on or by the company has been noticed orreported during the course of our audit.



CA. Durgesh KabraPlace : Navi Mumbai PartnerDate : Novembe 27, 2013 Membership No. : 044075


BALANCE SHEET AS AT 31ST MARCH 2013

As per our report of even date attached For Accentia Technologies Ltd

For DMKH & CO. Pradeep Viswambharan Sooraj C K Jayashree C OChartered Accountants. Managing Director & C E O Director Company SecretaryFirm Registration No. 116886W

CA. Durgesh KabraPartner Navi MumbaiMembership No. : 44075 27.11.2013

` in lakhs

Note As at 31st March 2013 As at 31st March 2012

Equity and LiabilitiesShareholders' Funds

Share Capital 2.01 1,702.46 1,463.10Reserves and Surplus 2.02 19,316.87 16,822.48Money received against share warrants 2.01(a) 86.74 86.74

21,106.07 18,372.32

Share Application money pending allotment 2.01(b) - 1,387.25

- 1,387.25Non-Current Liabilities

Long-term Borrowings 2.03 878.82 528.63Deferred Tax Liabilites (Net) 2.04 786.60 313.00Long-term Provisions 2.05 33.50 22.50

1,698.92 864.13Current Liabilities

Short-term Borrowings 2.06 3,592.39 3,311.46Trade Payables 2.07 595.92 351.39Other Current Liabilities 2.08 1,178.33 630.21Short-term Provisions 2.09 1,095.17 886.20

6,461.81 5,179.26

TOTAL 29,266.80 25,802.96

ASSETSNon-Current Assets

Fixed AssetsTangible Assets 2.10 1,031.73 1,057.79Intangible Assets 2.10 4,011.95 3,765.42

Capital work in progress - 0.31Intangible assets under development 2,265.87 289.17

Non-current Investments 2.11 12,285.67 11,889.13Long-term Loans and Advances 2.12 3,009.81 2,147.35

22,605.03 19,149.17Current Assets

Trade Receivables 2.13 5,894.86 4,403.45Cash & Bank Balances 2.14 201.28 636.07Short-term Loans and Advances 2.15 126.56 65.35Other Current Assets 2.16 439.07 1,548.92

6,661.77 6,653.79

TOTAL 29,266.80 25,802.96

Notes forming part of the financial statements


PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013


For DMKH & CO. Pradeep Viswambharan Sooraj C K Jayashree C O

Chartered Accountants. Managing Director & C E O Director Company Secretary

Firm Registration No. 116886W

CA. Durgesh Kabra

Partner Navi Mumbai

Membership No. : 44075 27.11.2013

` in lakhs

Note For the Year Ended For the Year Ended31st March 2013 31st March 2012

Income

Sale of Services 2.17 18,217.54 12,629.51

Other Income 2.18 19.12 44.70

Total Revenue 18,236.66 12,674.21

Expenses

Employee Benefits Expense 2.19 9,621.53 7,407.11

Finance Costs 2.20 468.68 384.20

Depreciaton and amortization expense 1,678.57 799.57

Other Expenses 2.21 4,635.34 3,158.80

Total Expenses 16,404.12 11,749.68

Profit before exceptional items and taxes 1,832.54 924.53

Exceptional items - -

Profit before tax 1,832.54 924.53

Tax expenses

Current tax 135.54 240.89

Excess Tax provision written back - -275.26

Deferred tax 473.60 609.14 180.40 146.03

Net Profit for the Year 1,223.40 778.50

Earning Per Share - Basic 7.45 5.32

Earning Per Share - Diluted 7.26 -

Weighted average number of shares (face value of Rs 10 each) 16,421,476 14,630,996

Diluted Weighted average number of shares (face value of Rs 10 each) 16,841,187 -

Notes forming part of the financial statements


NOTES TO FINANCIAL STATEMENTS

` in lakhs

As at 31st March As at 31st March

Particulars 2013 2012

2.01 SHARE CAPITAL

AUTHORISED

2,50,00,000 (Previous Year-2,00,00,000) Equity Shares of `10/- each 2,500.00 2,000.00

2,500.00 2,000.00

ISSUED, SUBSCRIBED AND PAID-UP

17,024,570 (Previous Year 1,46,30,996) Equity Shares of `10/- each, fully paid 1,702.46 1,463.10

Share warrant money 86.74 -

1,789.20 1,463.10

Details of Shareholders holding more than 5% shares:

As at 31st March 2013 As at 31st March 2012

Name of Share holder No of Shares % Holding No of Shares % Holding

Pradeep V S 2,336,294 13.72% 2,336,294 15.97%

Bergurren AP 1,241,969 7.30% 1,853,080 12.67%

Rajeev V S 939,807 5.52% 1,345 0.01%

Reconciliation of number of shares:

Particulars As at 31st As at 31st

March 2013 March 2012

Number of shares as at 01.04.2012 14,630,996 14,630,996

Add: Shares issued during the year 2,393,574 -


Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of `10 per share.

Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees.

In event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of theCompany, after distribution of all preferential amounts. The Distribution will be in proportion to the number of equity sharesheld by the shareholders.

Out of the above the following are for other than cash

Shares alloted during the last 5 years

Year No of shares Remarks

2010-11 11,88,313 Alloted persuant to the merger of Ascent Infoserve Pvt Ltd

2007-08 46,40,713 Alloted persuant to the merger of Geosoft Technologies Ltd

and Iridium Technologies Ltd

2006-07 9,16,667 shares alloted to the promoters of foreign companies acquired



2.01 SHARE CAPITAL Particulars

2.01(a) Monies received against share warrants

The Board of Directors of the Company at their meeting held on 5th June 2012 and as approved at its ExtraordinaryGeneral Meeting held on 22nd March 2012 have resolved to create, offer, issue and allot up to 5,59,615 warrants,convertible into 5,59,615 equity shares of ` 10 /- each on a preferential allotment basis, pursuant to Section 81(1A) ofthe Companies Act, 1956, at a conversion price of ` 63.10/- per equity share of the Company, arrived at in accordancewith the SEBI Guidelines in this regard and subsequently these warrants were allotted on 5th June 2012 to thepromoters and the 25% application money amounting to ` 86.74 Lakhs was received from them. The warrants may beconverted into equivalent number of shares on payment of the balance amount at any time on or before 22ndSeptember 2013. In the event the warrants are not converted into shares within the said period, the Company iseligible to forfeit the amounts received towards the warrants.

2.01(b) Share allotted

The Company has allotted 23,93,574 equity shares of ` 10 each fully paid up at a premium of ` 53.10 per share on 5thJune 2012. The share application money was received pursuant to an invitation to offer shares and in terms of suchinvitation, the Company has completed the allotment formalities as per the provisions of the Companies Act, 1956and the Bombay Stock Exchange. The Company has sufficient authorised capital to cover the allotment of theseshares.

` in lakhs

As at 31st March As at 31st MarchParticulars 2013 2012

2.02 RESERVES AND SURPLUS

Capital Redemption ReserveCapital Subsidy ReserveBalance as per last financial statements 35.45 35.45Add:Transferred from Surplus - -

Closing Balance 35.45 35.45

Investment SubsidyBalance as per last financial statements 1.65 1.65Add:Transferred from Surplus - -


Securities Premium AccountBalance as per last financial statements 8,534.19 8,534.19Add:Current year 1,270.99 -

Closing Balance 9,805.18 8,534.19

General Reserves IBalance as per last financial statements 460.10 460.10Add: Transferred from Surplus in Profit and Loss - -


Surplus in the Profit and LossBalance as per last financial statements 7,791.09 7,012.59Add: Net Profit for the year 1,223.40 778.50

Amount available for appropriation 9,014.49 7,791.09

Less : AppropriationInterim and Proposed DividendProvision for Tax on DividendTransferred from Debenture Redemption Reserve - -Transferred to General Reserve I / General Reserve II - -

Net Surplus 9,014.49 7,791.09

Total Reserve and Surplus 19,316.87 16,822.48



` in lakhs

As at 31st As at 31stParticulars March 2013 March 2012

2.03 LONG-TERM BORROWINGS

Term loansFrom banks 878.82 528.63Secured

Total Long Term Borrowings 878.82 528.63

2.03 (a) Details of terms of repayment for the other long-term borrowings and security provided in respect of the securedother long-term borrowings:

2.04 DEFFERED TAX LIABILITIES (NET)

Deferred Tax LiabilityOn difference between book balance and tax balance of fixed assets 786.60 313.00

786.60 313.00

Deferred Tax Asset - -

Net Deferred Tax Liabilities 786.60 313.00

2.05 LONG-TERM PROVISIONS

Provision for Employee Benefits 33.50 22.50

33.50 22.50

Particulars Terms of repayment and security As at 31 March, 2013 As at 31 March, 2012

Secured Unsecured Secured Unsecured

Term loans from banks:L&T Finance Term loan is taken from L&T finance by pledging 496.79 - 528.63 -

the property located at Hyderabad and repayablequarterly over a period of 5 years. Loan amount

due after one year are shown here.

Axis Bank Term Loan is taken from Axis Bank by pledging 382.03 - - -promoters' property and repayable at equatedmonthly instalments. Loan amount due after

one year are shown here.Total 878.82 - 528.63 -

` in lakhs


` in lakhs



2.06 SHORT-TERM BORROWINGS

SecuredLoan repayble on demandEXIM Bank Over Draft 3,570.17 3,181.22Loan Against Fixed Deposit - 46.21Axis Bank Overdraft - 81.03

Others (Inter Corporate Deposits) 22.22 3.00

3,592.39 3,311.46

2.07 TRADE PAYABLES

Due to Micro & Small Enterprises ($) - -Trade Payables 595.92 351.39

595.92 351.39

$ No amount is due beyond period of 30 Days and Nil interest is paid during the year

2.08 OTHER CURRENT LIABILTIES

Current Maturities of long term debt [2.09(a)] 291.96 536.75Advance from Customers 145.00 -Unclaimed Dividends 1.39 1.39Interest Accrued but not due 100.72 40.29Employee Benefits 268.61 40.94Statutory remittances 58.39 10.84Others 312.26 -

1,178.33 630.21

2.06 (a) Short-term Borrowings-(Other Details) ` in lakhs

` in lakhs




SECUREDLoan Repayable on demandEXIM Bank Over Draft Exim bank Overdraft is secured by all fixed 3,570.17 - 3,181.22 -

assets and receivables of the company andpromoters shares also is being pledged to the

extent of 13,05,000 shares.

Loan Against Fixed Deposit - - 46.21 -

Axis bank Overdraft Overdraft facility from the axis bank has been - - 81.03 -obtained by pledging the Promoters property

situated at Trivadrum.

UNSECUREDFrom Others 22.22 - 3.00 -

Total - Term loans from banks 3,592.39 - 3,311.46 -

` in lakhs



2.09 SHORT-TERM PROVISIONS

Taxation less advance payment 1,022.42 886.20Others 72.75 -

1,095.17 886.20


` in lakhs


2.08 (a) Current Maturities of long term debt ` in lakhs



Term Loan - L&T Finance Term loan is taken from L&T finance by pledging 192.00 - 196.00 -the property located at Hyderabad and repayable

quarterly over a period of next 5 years.

Axis Bank Term Loan is taken from Axis Bank by 99.96 - - -pledging promoters' property. Loan amount


External Commercial Borrowing External Commercial Borrowing from - - 340.75 -ICICI Bank has been secured on the receivables

and fixed assets of the company pari pasu alongwith the Exim Bank and promoters shares

pledged to the extent of 400000 shares.

TOTAL 291.96 - 536.75 -


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` in lakhs

Face Value Nos As at As atof each 31st March 31st March

2013 2012

2.11 NON- CURRENT INVESTMENTS

LONG TERMTrade Investment (Fully Paid)Investments in Equity InstrumentsUnquotedInvestment in SubsidiariesDenmed Inc. USD 1 1000 1228.85 1228.85GSR PBS Inc. USD 1 100 1,024.04 1,024.04GSR System Inc. USD 1 100 409.62 409.62Oak Technologies USD 1 1000 4,450.00 4,450.00Thunga Software Pvt. Ltd. ` 10 2304345 577.59 577.59Accentia Technologies FZE DHMS 100000 1 20.77 17.13Accentia Education Services Pvt. Ltd. ` 10 10000 1.00 1.00

7711.87 7708.23

Investments in AssociatesStrategic Tangent Corporation USD 1 3000 2144.06 2144.06

2144.06 2144.06

Other Investments (Fully Paid)Trans Service Corporation USD 1 500 1,461.86 1,461.86Medex Healthcare Global USD 1 500 392.90 -Accentia Physician Services Inc. USD 1 1785 449.23 449.23Investments in Equity Instruments(a) QuotedSwarnajyothi Agrotech & Power Limited ` 10 149627 25.12 25.12(Formerly known as Octant Interactive Technologies Ltd)

2329.11 1936.21

(b) UnquotedFive X Finance & Investment Ltd. ` 10 10042734 100.43 100.43Kapol Co-Operative Bank Ltd. ` 10 2030 0.20 0.20TECIL Chemicals & Hydropwer Ltd ` 10 12700 - -(written off during the year)

100.63 100.63* Represent Amount less than Rs 1000

Total 12285.67 11889.13- -

12285.67 11889.13Total cost of InvestmentsQuoted 25.12 25.12Unquoted 12260.55 11864.01

Aggregate Amount 12285.67 11889.13

Market value of Quoted investments 2.27 11.49



` in lakhs

Particulars As at 31st March 2013 As at 31st March 2012

2.12 LONG TERM LOANS, ADVANCES AND DEPOSITS

Secured(Unsecured, considered good unless otherwise stated)Capital Advances 453.18 2.00Deposits - Considered Good 145.12 59.09 - Considered Doubtful - -

145.12 145.12 59.09Less: Provision for Doubtful Deposits - 59.09Advance to Group Companies 2,158.75 1,879.76Prepaid Expenses - 42.07Employee Loans and Advances - 2.95Others 252.76 161.48

3,009.81 2,147.35

2.13 TRADE RECEIVABLES

Over six months from the date they were due for payment:Unsecured- Considered Good - -- Considered Doubtful

- -Less : Provision for Doubtful Debts

Other DebtsSecured - Considered GoodUnsecured - Considered Good 5,894.86 4,403.45

5,894.86 4,403.45

5,894.86 4,403.45

2.14 CASH AND BANK BALANCES

(a) Cash and Cash equivalents(i) Balances with Banks - in current accounts 193.33 255.21 - in deposit accounts with original maturity less than 3 months 275.00(ii) Cash on hand 6.65 0.40(iii) Remittances in transit -

199.98 530.61(b) Other Bank balances (Earmarked A/c)(i) Unclaimed Dividend Account 1.30 1.30(ii) Short-term bank deposits with maturity between

3 months and 12 months 104.16

1.30 105.46

201.28 636.07



` in lakhs

Particulars As at 31st March 2013 As at 31st March 2012

2.15 SHORT TERM LOANS AND ADVANCES

AdvancesConsidered Good 126.56 65.35Considered Doubtful

126.56 65.35Less: Provision for Doubtful Advances

126.56 65.35Less: Provision for Doubtful Deposits - -

126.56 65.35

2.16 OTHER CURRENT ASSETS

Contracts Purchased 439.07 1,548.92

439.07 1,548.92



` in lakhs

Particulars For the year ended For the year ended31st March 2013 31st March 2012

2.17 REVENUE FROM OPERATIONS

Sale of ServicesBilling Income 2,171.51 2,408.66Coding Income 2,375.09 2,184.04EMR Income 7,650.38 5,222.56Medical Transcription Income 2,573.93 2,808.78Saas Income 3,446.63 -Provision No Longer Required 5.47

Total Revenue from operations 18,217.54 12,629.51

2.18 OTHER INCOME

Interest Earned 13.95 30.54Other Income 3.50 -Rent Received 1.00 -Miscellaneous Income 0.67 14.16Exchange fluctuation Income (net) -

19.12 44.70

2.19 EMPLOYEE BENEFITS EXPENSE

Salaries, Wages and Bonus 9,594.55 7,377.92Contribution to Provident Fund and other Funds 15.16 18.03Workmen and Staff Welfare 11.82 11.16

9,621.53 7,407.11

2.20 FINANCE COSTS

Interest expense on borrowing costs 410.45 376.95Bank Charges 58.23 7.25

468.68 384.20

2.21 OTHER EXPENSES

Amortisation of contracts 1,109.87 1,239.71Advertisement 2.08 8.11Audit Fees 2.81 2.55Communication Charges 12.16 26.96Power and Fuel 41.97 34.62Printing and Stationery 15.44 8.87Professional charges 26.91 29.83Miscellaneous Expenses 21.44 41.66Rent 64.64 67.36Rates & Taxes 53.56 48.03Overseas Business Expenses 3,211.03 1,507.29Repairs & Maintenance 26.49 26.67Insurance 10.52 3.15Investment written off - 3.81Exchange Fluctuation (Net) - 72.51Travelling Expenses 36.42 37.67

4,635.34 3,158.80



` in lakhs

As at 31st March As at 31st March 2013 2012

2.22 CONTINGENT LIABILITIES:

Estimated amounts of contracts remaining to be executedand not provided for 1,360.25 1,925.00

Claims under adjudication not acknowledged as debts:i) Demands raised by Income Tax, Excise & Service Tax Authorities 58.01 58.01

Contingent Liabilities:i) Bank & other Guarantees -

2.23 AUDITORS REMUNERATION INCLUDES

Audit Fees 1.50 1.50Taxation Matters 0.50 0.50Other Services 0.28 0.28Reimbursement of Expenses 0.53 0.27

2.81 2.55

2.24 BASIC & DILUTED EARNINGS PER SHARE:

Earnings Per Share has been computed as under:a) Profit After Taxation (Rs Lakhs) 1223.40 778.50b) Weighted Average Number of Equity Shares 16421476 14,630,996c) Basic Earnings Per Share (Rs.) (a)/(b) 7.45 5.32d) Nominal value of share (Rs.) 10.00 10.00e) Diluted Weighted Average Number of Equity Shares 16841187f) Diluted Earnings per share (Rs.) (a)/(e) 7.26

2.25 EARNINGS AND EXPENDITURE IN FOREIGN CURRENCY

Revenues 18,217.53 12,624.05

2.26 EXPENDITURE IN FOREIGN CURRENCY

Interest repayments 70.00 89.62Overseas business expenses 3,211.03 1,507.29Expenditure others - 11.65


Note No. 2.27 : (A) SIGNIFICANT ACCOUNTINGPOLICIES

I. The presentation of the accounts is based on theRevised Schedule VI of the Companies Act, 1956,applicable from the financial year 2011-12.

1. Accounting convention & concepts

The financial statements are prepared under thehistorical cost convention on accrual basis inaccordance with the Indian Generally AcceptedAccounting Principles (IGAAP) comprising theAccounting standards Notified under CompaniesAccounting Standards Rules 2006 by the CentralGovernment of India under section 211(3C) ofthe Companies Act 1956, Variouspronouncements of the Institute of CharteredAccountants of India and the provisions of theCompanies Act, 1956 and guidelines issued bythe Securities Exchange Board of India (SEBI).

Accounting policies have been consistentlyapplied except where a newly issued AccountingStandard is initially adopted or a revision to anexisting Accounting Standard requires a changein the Accounting policy hitherto in use.

2. Use of Estimates

The preparation of financial statements inconformity with IGAAP requires management tomake estimates and assumptions that affect thereported amount of assets, liabilities, revenuesand expenses and disclosure of contingentliabilities on the date of financial statements.Examples of such estimates and assumptionsinclude useful lives of fixed assets and Intangibleassets, taxes, provision for doubtful debts,anticipated obligations under employeeretirement plans, etc. The recognition,measurement, classification or disclosures of anitem or information in the financial statementshave been made relying on these estimates to agreater extent. Actual results could differ fromthose estimates.

3. Revenue Recognition

Income from Medical Transcription, Coding andBilling and collection are recognized as incomeon completion of the service. Interest Income isrecognized based on time proportion and on grossbasis.


4. Fixed Assets

Fixed assets are stated at cost less accumulateddepreciation. Cost includes all identifiableexpenditure to bring the assets to its presentlocation and condition for intended use.

Intangible assets are stated at the considerationpaid for the purchase /acquisition lessaccumulated amortization.

Capital work in progress includes advances paidfor acquiring fixed assets and cost of assets notready for use before the balance sheet date.

5. Depreciation

Depreciation on Fixed Assets has been providedon written down value method at the ratesspecified in Schedule XIV of the Companies Act,1956. Depreciation on addition/deletion of assetsduring the year is provided on a pro-rata basis.

6. Investments

Investments are valued at cost of acquisition andinclude brokerage fees and incidental expenses,wherever applicable. Investments are classifiedas long term and are carried at cost with anappropriate provision of permanent diminutionin value. Investments made in the wholly ownedsubsidiaries are valued at cost of acquisitionincluding the acquisition expenses relating to it.

7. Taxation

Provision for current tax is based on tax liabilitycomputed in accordance with relevant tax ratesand tax laws. Provision for deferred tax is madefor all timing differences arising between taxableincomes and accounting Income at rates that haveenacted or substantively enacted as of the balancesheet date. Deferred tax assets are recognizedonly if there is a reasonable certainty that theywill be realized in future.

8. Foreign Exchange Transaction

Transactions in Foreign Currency are convertedat the rates prevailing on the date of thetransaction. Monetary assets and liabilities (forexample Cash, receivables, payables etc.)denominated in foreign currency are translatedinto Indian Rupees at the rate of exchangeprevailing at the balance sheet date.



Gain/loss on realization/Payment of revenuetransactions in the same year is charged to“Exchange Fluctuation Account” in the Profit &Loss Account.

9. Impairment

The carrying amounts of assets are reviewed ateach balance sheet date to check any indicationof impairment based on internal/external factors.Impairment Loss is recognised whenever thecarrying amount of an asset is in excess of itsrecoverable amount. The Impairment Loss isrecognised as an expense in the Statement ofProfit and Loss and carrying amount of the assetis reduced to its recoverable value.

10.Deferred Revenue Expenditure

Amount paid for the purchase of contracts relatingto the medical transcription and coding have beenamortized and shall be written off over a periodof 3 years being the period of contract.

11.Provision for Contingent Liabilities andContingent Assets

The Company recognises a provision when thereis a present obligation as a result of a past eventthat probably requires outflow of resources, whichcan be reliably estimated. Disclosures forcontingent liability is made, without a provisionin books, when there is an obligation that may,but probably will not (in the opinion of themanagement), require outflow of resources.Contingent Assets are neither recognised nordisclosed in the financial statements.

12.Earning per Share (EPS)

The earnings considered in ascertaining theCompany’s EPS comprises the net profit after tax.The number of shares used in computing BasicEPS is the weighted average number of sharesoutstanding during the year duly adjusted foradditional shares issued during the year, if any.

The number of shares used in computing dilutedEPS comprises the weighted average number ofequity shares considered for deriving basic EPS,and also the weighted average number of equityshares that could have been issued on theconversion of all dilutive potential equity shares.

(B) NOTES TO ACCOUNTS

1. The company has invested in Medex HealthcareGlobal a software development company which isinto development of software related to EMR andSaaS. During the current year investment made foracquiring 16% of the total shares of the company.The company has strategic investment plan to takeover the full control of the company over a periodof time.

2. Disclosure as per AS 15 –Retirement Benefits:Post Retirement Employee Benefitsa) Description of Plan

i) Gratuity:Disclosures required as per theAccounting Standard is as follows;

b) Principal actuarial assumptions:

Particulars Gratuity

2013 2012

Discount Rate 8.25% 8%Rate of Return on Plan assets 0% 0%Salary Escalation 5% 5%Expected Average remainingworking lives of employees (Years) 26.84 27.68

c) Net Assets/(Liabilities) recognized in theBalance Sheet are as follows:

(` in lakhs )


2013 2012

Present Value of DefinedBenefit Obligation 35.76 39.37

Fair Value of Plan Assets 0.00 0.00

Funded Status [Surplus/(Deficit)] (35.76) (39.37)

Net Asset/(Liability) recognizedin Balance sheet (35.76) (39.37)

d) Amounts recognized in the Profit and LossAccounts are as fallows

(` in lakhs )


2013 2012

Current Service Cost 7.93 8.16Interest Cost 3.38 3.03Expected return on Plan assets 0.00 0.00Net actuarial loss/(gain)recognized during the year (12.78) (8.30)

Total included in employeeBenefit (1.47) 2.89



e) Reconciliation of opening and closing balancesof the present value of the obligations

(` in lakhs)

Particulars Gratuity2013 2012

Opening defined benefitobligation 39.37 36.48

Current Service Cost 07.93 08.16

Interest Cost 03.38 03.03

Net actuarial loss/(gain)recognized during the year (12.78) (08.30)

Benefit Paid (2.14) 0.00

Closing Defined BenefitObligation 35.76 39.37

3. Segment Information (AS-17)

Company has only one segment of activity namely“healthcare Receivable Management”, thereforesegment reporting as defined in AS-17 does not apply.

4. Related Party Transactions:

As per the accounting standards 18 on “Related PartyDisclosures” notified under Companies AuditingStandards Rules, 2006, the related Parties of thecompany and nature of relation are as follows:

RELATED PARTY NATURE OF RELATIONSHIP

Sooraj C. K. Key Management Personnel

Pradeep S Viswambharan Key Management Personnel

Thunga Software Pvt Ltd Subsidiary

Accentia Technologies FZE Subsidiary

GSR PBS Inc Subsidiary

GSR Systems Inc Subsidiary

Denmed Inc Subsidiary

Oak Technologies Inc Subsidiary

Accentia Education services Pvt Ltd Subsidiary

Nature and volume of transactions carried out with the aboverelated parties in the ordinary course of business are as follows,

Particulars 2012-13 2011-12

Remuneration to KeyManagement Personnel 29.70 29.70

Advances Given Subsidiaries 2158.75 1,879.76

5. Erstwhile GET, has taken commercial premises underfinancial lease. The Company to recognize the leaseas an asset and a liability. This has been disclosedpursuant to Accounting Standards 19, “Leases” issuedby the Institute of Chartered Accountants of India.

6. The company has not received any intimation fromthe suppliers regarding The Micro, Small andMedium Development Act, 2006 (the Act) andhence disclosure regarding:

a) Amount due and outstanding to suppliers as at theend of the accounting year.

b) Interest paid during the year.

c) Interest payable at the end of the accounting year.

d) Interest accrued and unpaid at the end ofaccounting year and has not been provided.

The Company is making efforts to get theconfirmations from the suppliers as regards theirstatus under the Act.

7. In the opinion of the Board, the Current Assets,loans and Advances have a value on realization inthe ordinary course of business at least equal to theamount at which they are stated in the financialstatements and provision made for all known anddetermined liabilities are adequate and not inexcess of the amount stated.

8. Previous year figures have been regrouped,reclassified and rearranged wherever necessary toconfirm to this year’s classification. Figures withprevious year are not comparable due to mergingof the company during the current year.

9. Balance sheet Abstract & Companies generalbusiness profile as required by Part IV Schedule VI tothe Companies Act 1956 is enclosed in Annexure ‘A’.



CA. Durgesh KabraPartner MumbaiMembership No. : 44075 27.11.2013


CASH FLOW STATEMENT

` in lakhs

As at As at31.03.2013 31.3.2012

A CASH FLOWS FROM OPERATING ACTIVITIESNet Profit before taxes and exceptional items 1,832.54 924.53Depreciation 1,678.57 799.57Interest Expense 468.68 384.20Exchange Fluctuation - 72.51Interest and Dividend Income (13.95) (30.54)Amortisation of Contracts 1,109.86 1,239.71Investment Written off - 3.81Operating profit/(loss) before Working capital changes 5,075.70 3,393.79Decrease/(Increase) in Current AssetsSundry Debtors (1,410.72) (591.89)Decrease/(Increase) in Current AssetsLoans & Advances (923.66) (520.69)Increase in Current Liabilities & Provisions 977.01 203.73Purchase of Contracts amortised - -

NET CASH FROM OPERATIONS (A) 3,718.33 2,484.94

B CASH FLOWS FROM INVESTING ACTIVITIESPurchase of Fixed Assets (3,875.34) (2,033.00)Investments (392.90) (1,186.48)Sale of Investment - -Interest and Dividend Income 13.95 30.54

NET CASH FROM INVESTING ACTIVITIES (B) (4,254.29) (3,188.94)

C CASH FLOWS FROM FINANCING ACTIVITIESNet Loan received from the banks 386.32 (148.69)Interest on loans Paid (408.25) (339.54)Amount refunded on cancellation of Share Warrants - (774.46)Additional Money received for issue of Share Warrants - 86.74Dividend Paid - -Money received against new allotment 123.10 1,387.25

NET CASH FROM FINANCING ACTIVITIES © 101.17 211.30

NET INCREASE IN CASH AND CASH EQUIVALENT (A+B+C) (434.79) (492.70)CASH AND CASH EQUIVALENT AS AT BEGINNING OF THE YEAR 636.07 1,128.77CASH AND CASH EQUIVALENT AS AT THE END OF THE YEAR 201.28 636.07

Notes to the Cash Flow Statement for the year ended 31st March 2013

1. Previous year's figures have been regrouped wherever necessary to conform to this year's classification.





BALANCE SHEET ABSRACT AND COMPANY’S GENERAL BUSINESS PROFILE

1. Registration Details :

State Code : 11 Registration No. L99999MH1991PLC062885

Balance Sheet Date 31.03.2013

2. Capital Raised during the year (Rupees in Lakhs)

Public Issue Nil Right Issue Nil

Bonus Issue Nil Private Placement 1510.35

3. Position of Mobilisation and Deployment of Funds (Rupees in Lakhs)

Total Liabilities 29,266.80 Total Assets 29,266.80

Source of Funds

Paid up Capital 1,702.46 Reserves & Surplus 19,403.61

Secured Loan 4,448.99 UnSecured Loan 22.22

Deferred Tax 786.60

Application of Funds

Net Fixed Assets 7,309.55 Investments 12,285.67

Net Current Assets (239.11) Misc. Expenditure 439.07

Performance of Company (Rupees in Lakhs)

Turnover 18,236.66 Total Expenditure 16,404.12

Profit before Tax 1,832.54 Profit after Tax 1,223.40

Earning per. Share in Rs. 7.45 Dividend Nil

4. Generic Name of three Principal Products/ Services of the Company (as per Monetory terms)

Item Code No. (ITC Code) Service Product Description Not applicable

Item Code No. (ITC Code) Software Product Description 892.20

For Accentia Technologies Ltd

Pradeep Viswambharan Sooraj C K Jayashree C OManaging Director & C E O Director Company Secretary

Navi Mumbai27.11.2013


INDEPENDENT AUDITOR’S REPORT ON CONSOLIDATED FINANCIAL STATEMENT

To,

The Board of Directors of ACCENTIA TECHNOLOGIESLIMITED

We have audited the accompanying consolidated financialstatements of Accentia Technologies Limited (“theCompany”) and its subsidiaries, which comprise theconsolidated Balance Sheet as at March 31, 2013, and theconsolidated Statement of Profit and Loss and theconsolidated Cash Flow Statement for the year then ended,and a summary of significant accounting policies and otherexplanatory information.

Management’s Responsibility for the ConsolidatedFinancial Statements

Management is responsible for the preparation of theseconsolidated financial statements that give a true and fairview of the consolidated financial position, consolidatedfinancial performance and consolidated cash flows of theCompany in accordance with accounting principles generallyaccepted in India. This responsibility includes the design,implementation and maintenance of internal controlrelevant to the preparation and presentation of theconsolidated financial statements that give a true and fairview and are free from material misstatement, whetherdue to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on theseconsolidated financial statements based on our audit. Weconducted our audit in accordance with the Standards onAuditing issued by the Institute of Chartered Accountantsof India. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether the consolidatedfinancial statements are free from material misstatement.

An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in theconsolidated financial statements. The procedures selecteddepend on the auditor’s judgement, including theassessment of the risks of material misstatement of theconsolidated financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considersinternal control relevant to the Company’s preparation and

presentation of the consolidated financial statements thatgive a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also

includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accountingestimates made by management, as well as evaluating theoverall presentation of the consolidated financialstatements.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion.

Opinion

In our opinion and to the best of our information andaccording to the explanations given to us, the consolidatedfinancial statements give a true and fair view in conformitywith the accounting principles generally accepted in India:

(a) In the case of the consolidated Balance Sheet, ofthe state of affairs of the Company as at March 31,2013;

(b) In the case of the consolidated Statement of Profitand Loss, of the profit/ loss for the year ended onthat date; and

(c) In the case of the consolidated Cash FlowStatement, of the cash flows for the year ended onthat date.

Other Matter

We did not audit the financial statements of bothsubsidiaries, whose financial statements reflect total assets(net) of 24,367.95 as at March 31, 2013, total revenues(net) of 1,701.64 and net cash flows amounting to (779.74)for the year ended on that date. These financial statements/ consolidated financial statements have been audited byother auditors whose reports have been furnished to usand our opinion, is based solely on the reports of the otherauditors.

Our opinion is not qualified in respect of other matters.



CA. Durgesh KabraPlace : Navi Mumbai PartnerDate : November 27, 2013 Membership No. : 044075


CONSOLIDATED BALANCE SHEET

` in lakhs

Note As at 31st March As at 31st March2013 2012

Equity and LiabilitiesShareholders' Funds

Share Capital 2.01 1,702.46 1,463.10Reserves and Surplus 2.02 44,304.65 38,257.42Money received against share warrants 2.01(a) 86.74 86.74

46,093.85 39,807.26

Share Application money pending allotment 2.01(b) - 1,387.25Non-Current Liabilities

Long-term Borrowings 2.03 878.82 528.63Deferred Tax Liabilites (Net) 2.04 805.94 323.10Long-term Provisions 2.05 33.50 22.50

1,718.26 874.23

Current LiabilitiesShort-term Borrowings 2.06 3,592.39 3,311.46Trade Payables 2.07 1,178.05 971.22Other Current Liabilities 2.08 1,242.85 749.34Short-term Provisions 2.09 1,225.30 1,002.36

7,238.59 6,034.38

TOTAL 55,050.70 48,103.12

ASSETSNon-Current Assets

Fixed AssetsTangible Assets 2.10 1,143.81 1,203.09Intangible Assets 2.10 9,203.98 9,319.30

Capital work in progress - 0.31Intangible assets under development 11,155.26 1,404.38Goodwill on consolidation 7,115.12 7,115.12

Non-current Investments 2.11 6,123.77 5,760.42Long-term Loans and Advances 2.12 4,026.68 4,765.11Other non-current assets 2.13 - 840.00

38,768.62 30,407.73Current Assets

Trade Receivables 2.14 12,982.71 11,414.02Cash & Bank Balances 2.15 236.42 1,016.17Short-term Loans and Advances 2.16 2,169.65 2,915.18Other Current Assets 2.17 893.30 2,350.02

16,282.08 17,695.38

TOTAL 55,050.70 48,103.12

Notes forming part of the consolidated financial statements





CONSOLIDATED PROFIT AND LOSS STATEMENT


For DMKH & CO. Pradeep Viswambharan Sooraj C K Jayashree C O

Chartered Accountants. Managing Director & C E O Director Company Secretary

Firm Registration No. 116886W

CA. Durgesh Kabra

Partner Navi Mumbai

Membership No. : 44075 27.11.2013

` in lakhs

Note For the year ended For the year ended31st March 2013 31st March 2012

Income

Revenue from Operations 2.18 31,105.06 26,037.76

Other Income 2.19 31.77 47.51

Total Revenue 31,136.83 26,085.27

Expenses

Accretion/Decretion of stock

Purchase of Trading items

Employee Benefits Expense 2.20 16,471.46 15,159.98

Finance Costs 2.21 468.68 398.49

Depreciation and amortization expense 3,414.73 1,867.82

Other Expenses 2.22 7,117.93 6,090.10

Total Expenses 27472.80 23,516.39

Profit before exceptional items and taxes 3664.03 2,568.88

Profit before tax 3664.03 2,568.88

Tax expenses

Current tax 267.74 366.06

Excess Tax provision written back - (275.26)

Deferred tax 471.25 166.16

Net Profit for the Year 2925.04 2311.92

Earning Per Share - Basic 17.81 15.80

Earning Per Share - Diluted 17.36 -

Weighted average number of shares (face value of Rs 10 each) 16,426,176 14,630,996

Diluted Weighted average number of shares (face value of Rs.10 each) 16,845,887 -

Notes forming part of consolidated financial statements


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

` in lakhs

As at 31st March As at 31st March

Particulars 2013 2012

2.01 SHARE CAPITAL

AUTHORISED

2,00,00,000 Equity Shares of `10/- each 2,000.00 2,000.00

2,000.00 2,000.00

ISSUED, SUBSCRIBED AND PAID-UP

17,024,570 (Previous Year -1,46,30,996) Equity Shares of `10/- each, fully paid 1,702.46 1,463.10

Share warrant money 86.74 -

1,789.20 1,463.10

Details of Shareholder holding more than 5% shares:

As at 31st March 2013 As at 31st March 2012

Name of Share holder No of Shares % Holding No of Shares % Holding

Pradeep V S 2,336,294 13.72% 2,336,294 15.97%

Bergurren AP 1,241,969 7.30% 1,853,080 12.67%

Rajeev V S 939,807 5.52% 1,345 0.01%

Reconciliation of number of shares:

Particulars As at 31st As at 31st

March 2013 March 2012

Number of shares as at 01.04.2012 1,46,30,996 14,630,996

Add: Shares issued during the year 2,393,574 -


Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of `10 per share.

Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees.

In event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of theCompany, after distribution of all preferential amounts. The Distribution will be in proportion to the number of equity sharesheld by the shareholders.

Out of the above the following are for other than cash

Shares alloted during the last 5 years

Year No of shares Remarks

2010-11 11,88,313 Alloted persuant to the merger of Ascent Infoserve Pvt Ltd

2007-08 46,40,713 Alloted persuant to the merger of Geosoft Technologies Ltd

and Iridium Technologies Ltd

2006-07 9,16,667 shares alloted to the promoters of foreign companies acquired



2.01 SHARE CAPITAL Particulars

2.01(a) Monies received against share warrants

The Board of Directors of the Company at their meeting held on 5th June 2012 and as approved at its ExtraordinaryGeneral Meeting held on 22nd March 2012 have resolved to create, offer, issue and allot up to 5,59,615 warrants,convertible into 5,59,615 equity shares of ` 10 /- each on a preferential allotment basis, pursuant to Section 81(1A) ofthe Companies Act, 1956, at a conversion price of ` 63.10/- per equity share of the Company, arrived at in accordancewith the SEBI Guidelines in this regard and subsequently these warrants were allotted on 5th June 2012 to thepromoters and the 25% application money amounting to ` 86.74 Lakhs was received from them. The warrants may beconverted into equivalent number of shares on payment of the balance amount at any time on or before 22ndSeptember 2013. In the event the warrants are not converted into shares within the said period, the Company iseligible to forfeit the amounts received towards the warrants.

2.01(b) Share application money pending allotment

The Company has allotted 23,93,574 equity shares of ` 10 each fully paid up at a premium of ` 53.10 per share on 5thJune 2012. The share application money was received pursuant to an invitation to offer shares and in terms of suchinvitation, the Company has completed the allotment formalities as per the provisions of the Companies Act, 1956and the Bombay Stock Exchange. The Company has sufficient authorised capital to cover the allotment of theseshares.

` in lakhs

As at 31st March As at 31st MarchParticulars 2013 2012

2.02 RESERVES AND SURPLUS

Investment Subsidy 1.65 1.65

Capital ReserveBalance as on 01.04.2012 35.45 35.45Add: Transferred from Surplus - -

Capital Reserve 35.45 35.45

Securities Premium AccountBalance as per last financial statements 8,534.19 8,534.19Add: current year 1,270.99 -

Closing Balance 9,805.18 8,534.19

General ReservesBalance as on 01.04.2012 495.55 460.10Add: Appreciation on investment in Associates(pre acquisition) - 35.45

General Reserves 495.55 495.55

Foreign Currency Translation ReserveBalance as on 01.04.2012 2,604.35 30.26Add: Additions during the year 1,851.20 2,574.09

Amalgamation Reserves 4,455.55 2,604.35

Surplus in the Profit and LossBalance as on 01.04.2012 26,586.23 24,274.31Add: Net Profit for the year 2,925.04 2,311.92Amount available for appropriation 29,511.27 26,586.23Less : AppropriationsInterim and Proposed Dividend - -Provision for Tax on Dividend -Transferred from Debenture Redemption Reserve - -Transferred to General Reserve I / General Reserve II - -

Net Surplus 29,511.27 26,586.23

Total Reserve and Surplus 44,304.65 38,257.42



` in lakhs


2.03 LONG-TERM BORROWINGS

Term loansFrom Banks (Secured) 878.82 528.63

Total Long Term Borrowings 878.82 528.63

2.03 (a) Details of terms of repayment for the long-term borrowings and security provided in respect of the secured

long-term borrowings:



Term loans from banks:L&T Finance Term loan is taken from L&T finance by pledging 496.79 - 528.63 -

the property located at Hyderabad and repayablequarterly over a period of 5 years. Loan amount


Axis Bank Term Loan is taken from Axis Bank by pledging 382.03 - - -promoters' property and repayable at equatedmonthly instalments. Loan amount due after

one year are shown here.Total - Term loans from banks 878.82 - 528.63 -

` in lakhs

2.04 DEFFERED TAX LIABILITIES (NET)

Deferred Tax LiabilityOn difference between book balance and tax balance of fixed assets 805.94 323.22

805.94 323.22Deferred Tax AssetEmployee Benefits 0.00 0.12Provision for doubtful debts/advances - -Other Timing Differences - -

Net Deferred Tax Liabilities 805.94 323.10

2.05 LONG-TERM PROVISIONS

Employee Benefits 33.50 22.50

33.50 22.50

` in lakhs




2.07 TRADE PAYABLES

Due to Micro & Small Enterprises ($) - -Trade Payables 1,178.05 971.22

1,178.05 971.22

$ No amount is due beyond period of 30 Days and Nil interest is paid during the year

2.08 OTHER CURRENT LIABILTIES

Security Deposits from Customers 145.00 -Unclaimed Dividends 1.39 1.39Interest Accrued but not due 100.72 40.29Long term loans - Current maturity 291.96 536.75Others-Advance received from customers 313.08 6.00Employee Benefits 332.22 112.94Statutory remittances 58.48 51.97

1,242.85 749.34

2.06 SHORT-TERM BORROWINGS

SecuredLoan repayble on demandEXIM Bank OD A/c 3,570.17 3,181.22Loan Against Fixed Deposit - 46.21Axis bank Overdraft - 81.03

Unsecured -Others (Inter Corporate Deposits) 22.22 3.00

3,592.39 3,311.46

` in lakhs


Term loan is taken from L&T finance by pledging the property located at Hyderabad and repayable quarterly over a period ofnext 5 years.

Exim bank Overdraft is secured by all fixed assets and receivables of the company and promoters shares also is being pledgedto the extent of 13,05,000 shares.

External Commercial Borrowing from ICICI Bank has been secured on the receivables and fixed assets of the company pari pasualong with the Exim Bank and promoters shares pledged to the extent of 4,00,000 shares.

Overdraft facility from the axis bank has been obtained by pledging the Promoters property situated at Trivandrum.

` in lakhs



2.08 (a) Current Maturities of long term debt ` in lakhs

2.09 SHORT-TERM PROVISIONS

Employee Benefits - 2.96

Taxation less advance payment 1,022.42 999.40

Others 202.88 -

1,225.30 1,002.36


` in lakhs




Term Loan - L&T Finance Term loan is taken from L&T finance by pledging 192.00 - 196.00 -the property located at Hyderabad and repayable

quarterly over a period of next 5 years.

Axis Bank Term Loan is taken from Axis Bank by 99.96 - - -pledging promoters' property. Loan amount


External Commercial Borrowing External Commercial Borrowing from - - 340.75 -ICICI Bank has been secured on the receivables

and fixed assets of the company pari pasu alongwith the Exim Bank and promoters shares

pledged to the extent of 400000 shares.

TOTAL 291.96 - 536.75 -


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` in lakhs

Face Value Nos As at As atof each 31st March 31st March

2013 2012

2.11 NON- CURRENT INVESTMENTS

LONG TERMInvestments in AssociatesStratgeic Tangent Corporation USD 1 3000 2144.06 2144.06

2144.06 2144.06Other Investments (Fully Paid)Investment in Trans Services Inc USD 1 500 1,461.86 1,461.86Investment in Medex Healthcare Global USD 1 300 392.90 -Investment in Accentia Physician Services USD 1 1785 449.23 449.23Investment in Alpine Technologies Inc USD 1 2250 1544.07 1544.07Investments in Equity Instruments(a) QuotedSwarnajyothi Agrotech & Power Limited ` 10 149627 25.12 25.12(Formerly known as Octant Interactive Technologies Ltd)

3873.18 3480.28(b) UnquotedInvt. in Five X Finance & Investment Ltd. ` 10 10042734 100.43 100.43Kapol Co-Operative Bank Ltd. ` 10 2030 0.20 0.20TECIL Chemicals & Hydropwer Ltd ` 10 12700 - -(Written off during the previous year)

100.63 100.63* Represent Amount less than Rs 1000

Total 6117.88 5724.97Net appreciation in investments in assoicates under equity method 5.89 35.45

- -

6123.77 5760.42Total cost of InvestmentsQuoted 25.12 25.12Unquoted 6098.64 5735.29

Aggregate Amount 6123.77 5760.42

Market value of Quoted investments 2.27 11.49


` in lakhs

Particulars As at 31st March As at 31st March2013 2012

2.12 LONG TERM LOANS, ADVANCES AND DEPOSITS

Secured(Unsecured, considered good unless otherwise stated) - -Capital Advances 3,623.03 4,496.15Deposits- Considered Good 145.12 62.46Prepaid Expenses - 42.07Employee Loans and Advances 1.77 2.95MAT credit Entitlement - 161.48Others 256.76

4,026.68 4,765.11

2.13 OTHER NON CURRENT ASSETS

Others - 840.00

- 840.00

2.14 TRADE RECEIVABLES

Over six months from the date they were due for payment:Unsecured - Considered Good 2,079.72 113.70 Unsecured - Considered Good 10,902.99 11,300.32

12,982.71 11,414.02

2.15 CASH AND BANK BALANCES

(a) Cash and Cash equivalents(i) Balances with Banks

in current accounts 228.13 635.03in deposit accounts with original maturity less than 3 months - 275.00

(ii) Cash on hand 6.99 0.68

(b) Other Bank balances(i) Unclaimed Dividend Account 1.30 1.30(ii) Short-term bank deposits with maturity between 3 months and 12 months - 104.16

236.42 1,016.17

2.16 SHORT TERM LOANS AND ADVANCES

AdvancesConsidered Good 2,169.65 2,915.18

2,169.65 2,915.18

2.17 OTHER CURRENT ASSETS

Contracts Purchased 892.70 2,350.02

Others 0.60 -

893.30 2,350.02



` in lakhs

Particulars For the year ended For the year ended2013 2012

2.18 REVENUE FROM OPERATIONSRevenue from operationsBilling Income 7,246.88 8,467.50Coding Income 4,098.45 4,098.84Medical Transcription Income 4,011.41 6,334.75Provision for No Longer Required - 5.47EMR 8,184.02 7,131.20Saas 7,564.30Total Revenue from operations 31,105.06 26,037.76

2.19 OTHER INCOMEInterest Earned 13.95 30.54Other Income 16.15 2.31Rent Received 1.00Miscellaneous Income 0.67 14.66

31.77 47.51

2.20 EMPLOYEE BENEFITS EXPENSESalaries, Wages and Bonus 16,413.35 15,100.21Contribution to Provident Fund and other Funds 15.16 18.03Workmen and Staff Welfare 42.95 41.74

16,471.46 15,159.98

2.21 FINANCE COSTSInterest expense on borrowing costs 410.45 376.95Others (Bank Charges ) 58.23 21.54

468.68 398.49

2.22 OTHER EXPENSESAmortisation of contracts 2,086.78 2,479.08Advertisement 20.89 25.78Audit Fees 13.16 11.51Communication Charges 110.82 120.44Power and Fuel 79.11 68.59Printing and Stationery 33.31 13.11Professional charges 34.12 72.11Transcription Charges 14.57 -Miscellaneous Expenses 123.23 142.25Repairs to Plant and Machinery 11.49 86.59Building maintenance 3.69Rent 178.03 186.34Rates & Taxes 88.69 77.52Overseas Business Expenses 3,533.93 1,984.05Training expenses 184.84 166.79Contract expenditure 363.58 337.64Repairs & Maintenance 85.39Insurance 21.34 12.96Investment Written Off - 3.81Exchange Fluctuation (Net) - 71.55Loss on sale of fixed assets - 19.02Travelling Expenses 130.96 210.96

7,117.93 6,090.10




` in lakhs

As at 31st March As at 31st March 2013 2012

2.23 CONTINGENT LIABILITIES:

Estimated amounts of contracts remaining to be executed oncapital account and not provided for 2,685.50 3,845.00

Claims under adjudication not acknowledged as debts:i) Demands raised by Income Tax, Excise & Service Tax Authorities 58.01 58.01

Contingent Liabilities:i) Bank & other Guarantees 15.91 15.91

2.24 AUDITORS REMUNERATION INCLUDES

Audit Fees 8.50 8.50Internal audit fees 0.75 0.75Tax audit Fees 0.57 0.57Taxation Matters 0.50 0.50Other Services 0.50 0.50Reimbursement of Expenses 2.34 0.69

13.16 11.51

2.25 BASIC & DILUTED EARNINGS PER SHARE:

Earnings Per Share has been computed as under:a) Profit After Taxation (Rs Lakhs) 2,925.04 2311.92b) Weighted Average Number of Equity Shares 16,426,176.00 14,630,996c) Basic & Diluted Earnings Per Share (Rs.) (a)/(b) 17.81 15.80d) Nominal value of share (Rs.) 10.00 10e) Diluted Weighted Average Number of Equity Shares 16,841,187.00f) Diluted Earnings per share (Rs.) (a)/(e) 17.37


Note No. 2.26 : SIGNIFICANT ACCOUNTING POLICIES

The presentation of the accounts is based on the RevisedSchedule VI of the Companies Act, 1956, applicable fromthe financial year 2011-12.

A. Significant Accounting Policies

1. Accounting convention & concepts

The financial statements are prepared under thehistorical cost convention on accrual basis inaccordance with the Indian Generally AcceptedAccounting Principles (IGAAP) comprising theAccounting standards Notified under CompaniesAccounting Standards Rules 2006 by the CentralGovernment of India under section 211(3C) of theCompanies Act 1956, Various pronouncements ofthe Institute of Chartered Accountants of India andthe provisions of the Companies Act, 1956 andguidelines issued by the Securities Exchange Boardof India (SEBI).

Accounting policies have been consistently appliedexcept where a newly issued Accounting Standardis initially adopted or a revision to an existingAccounting Standard requires a change in theAccounting policy hitherto in use.

2. Use of Estimates

The preparation of financial statements inconformity with IGAAP requires management tomake estimates and assumptions that affect thereported amount of assets, liabilities, revenues andexpenses and disclosure of contingent liabilities onthe date of financial statements. Examples of suchestimates and assumptions include useful lives offixed assets and Intangible assets, taxes, provisionfor doubtful debts, anticipated obligations underemployee retirement plans, etc. The recognition,measurement, classification or disclosures of an itemor information in the financial statements have beenmade relying on these estimates to a greater extent.Actual results could differ from those estimates.

3. Basis of Consolidation

The consolidated financial statements are preparedin accordance with Accounting Standard 21 onConsolidated Financial Statements and AccountingStandard 23 on Accounting for Investments in

Associates in consolidated Financial Statementsnotified under Companies Accounting StandardsRules 2006.

The consolidated Financial statements are preparedon the following basis,

i) The financial statements of the holding company,all subsidiaries and associates are preparedaccording to uniform accounting policies, inaccordance with generally accepted accountingpolicies in India.

ii) The financial statements of the holding companyand its subsidiary companies have been combinedon a line-by-line basis by adding together like itemsof assets, liabilities, income and expenses. The intra-group balances, intra-group transactions andunrealized profits or losses thereon have been fullyeliminated

iii) In case of foreign subsidiaries, being non-integralforeign operations, revenue items are consolidatedat the average of month end foreign exchange rate.All assets and liabilities are converted at ratesprevailing at the end of the year. Any exchangedifference arising on consolidation is recognised inthe Foreign Currency Translation Reserve

iv) The financial statements of the subsidiaries are usedin consolidation are drawn up to the same reportingdate as that of the Holding Company

v) The excess value of the consideration given overthe net value of the identifiable assets acquired inthe subsidiary companies is recognized as“Goodwill” under fixed assets and is not beingamortized. Good will is tested for the impairmenton a periodic basis and written off, if foundimpaired.

vi) Minority Interest’s share of net profit of consolidatedsubsidiaries for the year is identified and adjustedagainst the income of the group in order to arriveat the net income attributable to shareholders ofthe company.

vii) Minority Interest’s share of net assets ofconsolidated subsidiaries is identified andpresented in the consolidated balance sheetseparate from liabilities and equity of thecompany’s shareholders.



viii) Subsidiaries included in Consolidation

Name of the Country of Nature of ShareEnterprise Incorporation Business holding/

ControllingInterest

Thunga Software India Health Care 100%Pvt Ltd BPO

GSR Systems Inc U.S Health Care 100%BPO

GSR PBS Inc U.S Health Care 100%BPO

DENMED Transcription U.S Health Care 100%Services Inc BPO

Accentia Technologies U.A.E Health Care 100% FZE BPO

OAK Technologies Inc U.S Health Care 100%BPO

Accentia Education India Consultancy 100%Services Pvt Ltd Services in

educationsector

IX) Investment in Associates

Strategic Tangent USA Software 24%Corporation Development

Investment in associates have been accounted for usingthe equity method whereby the investments initiallyrecorded at cost and adjusted thereafter for postacquisition change in the holding company’s share ofnet assets. On acquisition of an associate, the goodwill/capital reserve from such acquisition is included in thecarrying value of the investment and also disclosedseparately.

4. Revenue Recognition

Income from Medical Transcription, Coding andBilling and collection are recognized as income oncompletion of the service. Interest Income isrecognized based on time proportion and on grossbasis.

5. Fixed Assets

Fixed assets are stated at cost less accumulateddepreciation. Cost includes all identifiableexpenditure to bring the assets to its presentlocation and condition for intended use.

Intangible assets are stated at the consideration paidfor the purchase /acquisition less accumulatedamortization.

Capital work in progress includes advances paid foracquiring fixed assets and cost of assets not readyfor use before the balance sheet date.

6. Depreciation

Depreciation on Fixed Assets has been providedon straight-line method and for certain fixed assetsat written down value method at the rates specifiedin Schedule XIV of the Companies Act, 1956.Depreciation on addition/deletion of assets duringthe year is provided on a pro-rata basis.

7. Investments

Investments are valued at cost of acquisition andinclude brokerage fees and incidental expenses,wherever applicable. Investments are classified aslong term and are carried at cost with an appropriateprovision of permanent diminution in value.Investments made in the wholly/partly ownedsubsidiaries are valued at cost of acquisitionincluding the acquisition expenses relating to it.

8. Taxation

Provision for current tax is based on tax liabilitycomputed in accordance with relevant tax ratesand tax laws. Provision for deferred tax is made forall timing differences arising between taxableincomes and accounting Income at rates that haveenacted or substantively enacted as of the balancesheet date. Deferred tax assets are recognized onlyif there is a reasonable certainty that they will berealized in future.

9. Foreign Exchange Transaction

Transactions in Foreign Currency are converted atthe rates prevailing on the date of the transaction.Monetary assets and liabilities (for example Cash,receivables, payables etc) denominated in foreigncurrency are translated into Indian Rupees at therate of exchange prevailing at the balance sheetdate.

Gain/loss on realization/Payment of revenuetransactions in the same year is charged to“Exchange Fluctuation Account” in the Profit & LossAccount.



10. Impairment

The carrying amounts of assets are reviewed at eachbalance sheet date to check any indication ofimpairment based on internal/external factors.Impairment Loss is recognised whenever thecarrying amount of an asset is in excess of itsrecoverable amount. The Impairment Loss isrecognised as an expense in the Statement of Profitand Loss and carrying amount of the asset is reducedto its recoverable value.

11. Deferred Revenue Expenditure

Amount paid for the purchase of contracts relatingto the medical transcription and coding have beenamortized and shall be written off over a period of3 years being the period of contract. The expenditureincurred for the training of the new employees hasbeen amortized and shall be written off over a periodof 5 years.

12. Provision for Contingent Liabilities andContingent Assets

The Company recognises a provision when there isa present obligation as a result of a past event thatprobably requires outflow of resources, which canbe reliably estimated. Disclosures for contingentliability is made, without a provision in books, whenthere is an obligation that may, but probably willnot (in the opinion of the management), requireoutflow of resources. Contingent Assets are neitherrecognised nor disclosed in the financial statements.

13. Earning per Share (EPS)

The earning considered in ascertaining theCompany’s EPS comprises the net profit after tax.The number of shares used in computing Basic EPSis the weighted average number of sharesoutstanding during the year duly adjusted foradditional shares issued during the year, if any.

The number of shares used in computing dilutedEPS comprises the weighted average number ofequity shares considered for deriving basic EPS, andalso the weighted average number of equity sharesthat could have been issued on the conversion ofall dilutive potential equity shares.

B. NOTES TO ACCOUNTS:

1. The company has invested in Medex Healthcare

Global a software development company which is

into development of software related to EMR and

SaaS. During the current year investment made for

acquiring 16% of the total shares of the company.

The company has strategic investment plan to take

over the full control of the company over a period

of time.

2. Segment Information (AS-17)

Company has only one segment of activity namely

“healthcare Receivable Management”, therefore

segment reporting as defined in AS-17 does not

apply.

3. Related Party Transactions

As per the Accounting Standard 18 on “Related Party

Disclosures”, the related Parties of the company

and nature of relation are as follows:

RELATED PARTY NATURE OF RELATIONSHIP

Pradeep Viswambharan Key Management Personnel

C K Sooraj Key Management Personnel

Dileep V Key Management Personnel

V S Rajeev Key Management Personnel

Thunga Software Pvt Ltd Subsidiary

Accentia Technologies FZE Subsidiary

GSR PBS Inc Subsidiary

GSR Systems Inc Subsidiary

Denmed Inc Subsidiary

OAK Technologies Inc Subsidiary

Accentia Education

services Pvt Ltd Subsidiary

Strategic Tangent Corporation Associate






Nature and volume of transactions carried out with the aboverelated parties in the ordinary course of business for theyear ended March 31, 2013.

(` in lakhs)

Particulars 2012-13 2011-12

Remuneration to KeyManagement Personnel 41.70 41.70

Dividend Paid to KeyManagement Personnel Nil Nil


4. In the opinion of the Board, the Current Assets,loans and Advances have a value on realization inthe ordinary course of business at least equal to theamount at which they are stated in the financialstatements.

5. Previous year figures have been regrouped,reclassified and rearranged wherever necessary toconfirm to this year’s classification. Figures arerounded off up to nearest rupee.





` in lakhs

As at As atParticulars 31.03.2013 31.3.2012

A CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit before taxes and exceptional items 3,664.02 2,568.89

Depreciation 3,414.74 1,867.82

Interest Expense and Finance Charges 468.68 398.49

Interest and Dividend Income (13.95) (30.54)

Non Cash Expenses 2,086.78 2,607.59

Operating profit/(loss) before Working capital changes 9,620.27 7,412.25

Increase / (Decrease) in Sundry Debtors (1,568.70) 341.39

Decrease in Loans & Advances 1,483.96 (3,879.64)

Increase / (Decrease) in Current Liabilities & Provisions 884.70 419.01

Income Tax paid during the year (134.50) (254.00)

NET CASH FROM OPERATIONS (A) 10,285.73 4,038.99

B CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (10,787.70) (3,282.63)

Purchase of Investements (392.90) (1,190.29)

NET CASH FROM INVESTING ACTIVITIES (B) (11,180.61) (4,472.92)

C CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from Shares allotment on preferential basis 123.10 1,387.25

Proceeds from issue of share warrants - 86.74

Repayment of share warrants (774.46)

Net loan from the banks 386.33 (145.00)

Interest Expense (408.25) (362.56)

Interest and Dividend Income 13.95 30.54

NET CASH FROM FINANCING ACTIVITIES 115.13 222.51

NET INCREASE IN CASH AND CASH EQUIVALENT (A+B+C) (779.74) (211.42)

CASH AND CASH EQUIVALENT AS AT BEGINNING OF THE YEAR 1,016.16 1,227.58

CASH AND CASH EQUIVALENT AS AT THE END OF THE YEAR 236.42 1,016.16

Notes to the Cash Flow Statement for the year ended 31st March 2013

1. Previous year's figures have been regrouped wherever necessary to conform to this year's classification.

CONSOLIDATED CASH FLOW STATEMENT


SUBSIDIARY COMPANIES’ FINANCIAL HIGHLIGHTS – 2011-12

` in lakhs

Particulars Thunga Denmed GSR PBS GSR Accentia Oak * AccentiaSoftware Inc. Inc. Systems Technologies Technologies EducationPvt. Ltd. Inc. FZE Inc. Services Ltd

2012-13 2012-13 2012-13 2012-13 2012-13 2012-13 2012-13

1. Capital 230.43 2.39 2.27 0.05 14.79 0.21 1.00

2. Reserves 110.63 1,891.60 1,318.18 326.59 15,374.25 5,298.52 (202.98)

3. Total Assets 975.48 2,134.92 13,355.53 335.59 15,389.56 7,683.27 37.04

4. Total Liabilities 975.48 2,134.92 13,355.53 335.59 15,389.56 7,683.27 37.04

5. Turnover 75.18 2,147.43 852.49 311.27 6,306.75 3,195.45 11.59

6. Profit before Taxation (315.37) 19.75 (69.76) 40.41 1,645.28 511.15 0.02

7. Provision for Taxation (2.35) - 34.98 12.93 - 84.29 -

8. Profit After Taxation (313.01) 19.75 (104.74) 27.48 1,645.28 426.86 0.02

Reporting Currency INR USD USD USD AED USD INR

Exchange Rate Usedfor Conversion

- Average rate for P&L items 54.41 54.41 54.41 14.81 54.41

- Year end rates for Balance sheet Items 53.71 53.71 53.71 14.79 53.71

*Comprises of Consolidated figures of Oak Technologies Inc and its wholly-owned Subsidiary Accentia Oak TechnologiesPrivate Limited and Vasanth Scribes Inc.


NOTICE IS HEREBY GIVEN THAT the Twenty Second Annual General Meeting of the members of Accentia Technologies

Limited will be held on Monday, 30th day of December, 2013 at Hotel The Park Navi Mumbai, No. 1, Sector 10, CBD

Belapur, Navi Mumbai, Maharashtra - 400614 at 09.30 A.M. to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2013, the Profit and Loss Account for

the period ended on that date and the Directors’ Report and Auditors’ Report thereon.

2. To appoint a Director in place of Mr. Kezer Abbas Kharawala, who retires by rotation on the date of the Twenty

Second Annual General Meeting and being eligible, offers himself for re-appointment.

3. To appoint Statutory Auditors from the conclusion of the Twenty Second Annual General Meeting to the conclusion

of the Twenty Third Annual General Meeting on a remuneration to be fixed by the Board of Directors. The retiring

auditors of the company, M/s. DMKH & Co, Chartered Accountants who are eligible for re-appointment and have

expressed their willingness to continue in office.

NOTICE OF ANNUAL GENERAL MEETING

For and on behalf of the Board

Accentia Technologies Limited

Navi Mumbai Pradeep Viswambharan

06.12.2013 Managing Director & CEO

Notes

1. A member entitled to attend and vote at the

meeting is entitled to appoint a proxy to attend

and vote on a poll instead of himself and the

proxy need not be a member of the Company.

For appointing the proxy the enclosed proxy

form duly filled, stamped and signed must be

deposited at the Registered Office of the

Company not less than 48 hours before the

commencement of the meeting.

2. Members/Proxies should bring the Attendance Slip

sent here with, duly filled in and signed and hand

over the same at the entrance of the hall for

attending the meeting.

3. Relevancy of question and the order of speakers will

be decided by the Chairman. Members are requested

to forward in writing to the Company any question

on the Accounts, so as to reach the Registered Office

one week before the date of the Annual General

Meeting.

4. The Register of Members and the Transfer Books of

the company will remain closed from 23.12.2013 to

30.12.2013 ( both days inclusive)

5. The copies of the relevant registers can be inspected

at the Registered Office of the company on any

working day between 11.00 am and 1.00 pm

6. Members whose shareholding is in the electronic

mode are requested to intimate the change of change

in address and updation of bank account details to

their respective Depository Participants

7. The Company’s shares are presently listed at Bombay

Stock Exchange.


ACCENTIA TECHNOLOGIES LIMITEDRegistered office:

D-207, Second Floor, International Infotech Centre, Belapur Railway Station, Sector II, CBD Belapur, Navi Mumbai, Mumbai 400 614

PROXY FORMTwenty Second Annual General Meeting - 30th December, 2013

Regd. Folio No/ DP Client ID: _______________________________

I / We ___________________________________________________________, of ______________________________in the district

of ___________________________ being a member / member(s) of the Company, hereby appoint _________________of

_______________________ in the district of __________________ or failing him/ her __________________ of __________________in

the district of _______________________________ as my / our proxy to vote for me / us on my/ our behalf at the Twenty Second

Annual General Meeting of the Company to be held at Hotel The Park Navi Mumbai, No 1, Sector 10, CBD Belapur, Navi Mumbai

400 614, Maharashtra, India at 9.30 A.M on Monday, December 30, 2013 and at any adjournment(s) thereof.

Signed this ……………day of…………….., 2013

SIGNATURE________________________________

Note :

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need notbe a member of the Company. If used, it should be returned to the Registered Office of the Company duly completed not later than forty-eighthours before commencing the meeting.

ACCENTIA TECHNOLOGIES LIMITEDRegistered office:

D-207, Second Floor, International Infotech Centre, Belapur Railway Station Complex, CBD Belapur, Navi Mumbai, Mumbai 400 614

ATTENDANCE SLIP

Twenty Second Annual General Meeting - 30th December, 2013

Regd. Folio No/ DP Client ID: ___________________________________

No. of shares held ___________________________________________

I certify that I am a member / proxy for the member of the Company.

I hereby record my presence at the Twenty Second Annual General Meeting of the Company to be held at Hotel The Park NaviMumbai, No 1, Sector 10, CBD Belapur, Navi Mumbai 400 614, Maharashtra, India at 9.30 A.M on Monday, December 30, 2013.

_______________________________ _____________________________

Name of the member / proxy Signature of the member/ proxy(in BLOCK letters)

Note: please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copy of theAnnual Report to the meeting.

�

Affix Re.1

Revenue

Stamp

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