Directors Report of Standard Medical & Pharmaceuticals Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting this 30th Annual Report together with the Audited Accounts for the year ended 31st March, 2014 and the Report of the Auditors thereon.

FINANCIAL RESULTS

A statement of the financial and operational results of your Company for the year under review is furnished hereunder:

(Rs. in lakhs)

Particulars 2013-2014 2012-2013

Total Income 1.95 3.67

Total Expenditure 13.89 15.02

Profit / (Loss) for the year (11.94) (11.35)

OPERATIONS

There is no business income during the year as there was no operations on account of non availability of any Investible funds. The expenditure under different heads have been kept under control by taking necessary measures.

During the year the Company entered into an Agreement for selling 27,50,220 equity shares held at M/s. Medinova Diagnostic Services Limited equivalent to 29.01% (29.16% of Voting Capital of MDSL) to M/s. Vijaya Diagnostic Centre Private Limited. Consequently, M/s. Vijaya Diagnostic Centre Private Limited after completion of necessary formalities of the Open Offer and acquisition of Shares as mandated under SEBI (SAST) Regulation, 2011 has become the promoter of M/s. Medinova Diagnostic Services Limited in the place of M/s. Standard Medical & Pharmaceuticals Limited.

DIVIDEND

In view of the loss, your directors have not recommended any dividend on the paid up equity share capital of the company, for the year.

DIRECTORS

Sri. S. Basu Thakur, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

STATUTORY AUDITORS

M/s. J B Reddy & Co., Auditors of your Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received certificate from the Auditors to the effect that their appointment, if made would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956.

As regards the Auditors'' opinion in their report, members'' attention is invited to Note No. 1.3, under the ''Notes Forming Part of Financial Statements'', which is self- explanatory.

In respect of the Auditors'' observation in their report on delays in making payments towards Provident Fund and E.S.I. Contributions, necessary efforts are being given to remit the amount in time. With regard to the Statutory dues as observed by the Auditors, efforts are on to clear the said amounts.

CORPORATE GOVERNANCE

A report on the Corporate Governance is annexed separately as part of this report along with a certificate of compliance from M/s J.B. Reddy & Company, Chartered Accountants in practice. Necessary requirements of obtaining certifications/declarations in terms of Clause 49 have been complied with.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is annexed and forms an integral part of the Annual Report.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits in the nature of public.

PARTICULARS OF EMPLOYEES

None of the Employees is in receipt of remuneration exceeding the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The particulars of conservation of energy and technology absorption as required to be furnished under Sec. 217(1)(e) of the Companies Act, 1956 read with relevant rules thereunder, are not applicable to your Company.

The Company has not earned any foreign exchange during the year. Also, during the year, there was no foreign exchange used.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, in relation to financial statements for the year 2013-14, the Board of Directors reports that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) Accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts for the financial year ended 31st March, 2014 have been prepared on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your Directors wish to thank the Banks, various Governmental Agencies and Investors of your Company for their understanding and support. Your Directors also take this opportunity to convey their appreciation to all the Employees of your Company for their contribution.

for and on behalf of the Board

Place : Hyderabad A RAGHAVA REDDY Date : 9th August, 2014 Chairman

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Mar 31, 2011

The Members of Standard Medical & Pharmaceuticals Limited,

The Directors take pleasure in presenting this 27th Annual Report together with the Audited Accounts for the year ended 31st March, 2011 and the Report of the Auditors thereon.

FINANCIAL & OPERATIONAL RESULTS

The Financial and Operational results of the Company for the year under review as compared to the previous year are furnished hereunder:

(Rs. in lakhs)

2010-2011 2009-2010

Total Income 5.29 3.29

Total Expenditure 16.93 16.42

Profit / (Loss) before Prior period items (11.64) (13.13)

Prior period adjustments 15.84 0.00

Profit / (Loss) for the year (27.48) (13.13)

DIRECTORS' RESPONSIBILITY STATEMENT Your Directors hereby confirm that

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

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the accounts for the financial year ended 31st March, 2011 on a ‘going concern' basis.

OPERATIONS

There is no business income during the year. Expenditure have been kept under control; however, certain fixed expenses are being incurred irrespective of any operations in the Company.

DIVIDEND

In view of the loss, your directors have not recommended any dividend on the paid up equity share capital of the company, for the year.

DIRECTORS

Sri V Rajagopal Reddy, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

AUDIT COMMITTEE

The present Audit Committee consists of three Directors viz. Sri V. Rajagopal Reddy, Sri A. Raghava Reddy and Sri A. Sivakumar Reddy. Sri V. Rajagopal Reddy is the Chairman of the Committee. The Audit Committee met four times till 31.03.2011 and reviewed various aspects of accounting and financial statements etc.

AUDITORS

M/s. J B Reddy & Company, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

As regards the Auditors' observation under para No. VI of their report, members' attention is invited to Note Nos. 1.1, and under the 'Notes on Accounts', which is self-explanatory.

In respect of the Auditors' observation in their report on delays in making payments towards Provident Fund and E.S.I. Contributions, necessary efforts are being given to remit the amount in time. With regard to the Sales Tax and Provident Fund dues as observed by the Auditors, efforts are on to clear the said amounts.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits from public.

CORPORATE GOVERNANCE

Management discussion and analysis and report on Corporate Governance is as per Annexure, which form part of this report.

PARTICULARS OF EMPLOYEES

Section 217(2A) of the Companies Act, 1956 and relevant Rules framed thereunder are not applicable to your Company since none of the employees is in receipt of remuneration exceeding the limits specified thereunder.

PARTICULARS RELATING TO CONSERVATION OF ENERGY ETC.,

The requirements relating to furnishing of certain particulars under Section 217(1)(e) of the Companies Act, 1956 with regard to conservation of energy and technology absorption are not applicable to your Company.

There were neither Foreign Exchange earnings nor any outgo of Foreign Exchange during the year under review.

ACKNOWLEDGEMENT

Your Directors wish to thank all the Banks, various Governmental Agencies and Investors of your Company for their understanding and support. Your Directors also take this opportunity to convey their appreciation to all the Employees of your Company for their contribution.

for and on behalf of the Board

A. RAGHAVA REDDY Chairman

Place : Hyderabad Date : 12th August, 2011

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Mar 31, 2010

The Directors take pleasure in presenting this 26th Annual Report together with the Audited Accounts for the year ended 31st March, 2010 and the Report of the Auditors thereon.

FINANCIAL & OPERATIONAL RESULTS

The Financial and Operational results of the Company for the year under review as compared to the previous year are furnished hereunder:





(Rs. in lakhs)

2009-2010 2008-2009



Total Income 3.29 2.69

Total Expenditure 16.42 15.12

Profit / (Loss) before Tax (13.13) (12.43)

Provision for Fringe Benefit Tax 0.00 0.02

Profit / (Loss) after Tax (13.13) (12.45)





DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm that

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

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the accounts for the financial year ended 31st March, 2010 on a ‘going concern basis.

OPERATIONS

There is no business income during the year. Expenditure have been kept under control; however, certain fixed expenses are being incurred irrespective of any operations in the company.

DIVIDEND

In view of the loss, your directors have not recommended any dividend on the paid up equity share capital of the company, for the year.

DIRECTORS

Sri A. Siva Kumar Reddy, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

AUDIT COMMITTEE

The present Audit Committee consists of three Directors viz. Sri V. Rajagopal Reddy, Sri A. Raghava Reddy and Sri A. Sivakumar Reddy. Sri V. Rajagopal Reddy is the Chairman of the Committee. The Audit Committee met five times till 31.03.2010 and reviewed various aspects of accounting and financial statements etc.

AUDITORS

M/s. J B Reddy & Company, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

As regards the Auditors observation under para No. VI of their report, members attention is invited to Note No. 1.1under the ‘Notes on Accounts, which is self-explanatory. In respect of the Auditors observation in their report on delays in making payments towards Provident Fund and E.S.I.Contribu- tions, necessary efforts are being given to remit the amount in time. With regard to the Sales Tax and Provident Fund dues as observed by the Auditors, efforts are on to clear the said amounts.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits

from public.

CORPORATE GOVERNANCE

Management discussion and analysis and report on Corporate

Governance is as per Annexure, which form part of this report.

PARTICULARS OF EMPLOYEES

Section 217(2A) of the Companies Act, 1956 and relevant Rules framed thereunder are not applicable to your Company since none of the employees is in receipt of remuneration exceeding the limits specified thereunder.

PARTICULARS RELATING TO CONSERVATION

OF ENERGY ETC.,

The requirements relating to furnishing of certain particulars under Section 217(1)(e) of the Companies Act, 1956 with regard to conservation of energy and technology absorption are not applicable to your Company.

There were no Foreign Exchange earnings nor any outgo of Foreign Exchange during the year under review.

ACKNOWLEDGEMENT

Your Directors wish to thank all the Banks, various Governmental Agencies and Investors of your Company for their understanding and support. Your Directors also take this opportunity to convey their appreciation to all the Employees of your Company for their contribution.



for and on behalf of the Board

Place : Hyderabad A. RAGHAVA REDDY

Date : 3rd August, 2010 Chairman