Directors Report of Accentia Technologies Ltd.

Mar 31, 2014

Dear Members,

It is a great privilege for the Directors to present the Twenty Third Annual Report of the Company along with Audited Annual accounts for the financial year 2013-14.

A. Performance of the Company

The healthcare segment in the US is compelled to shift from conventional Medical Transcription to Electronic Medical Records (EMR). Though the reforms open up tremendous opportunities for growth, the above mentioned transition has temporarily affected the productivity. However,the Company is carrying out the operational activities of the Company in a better manner.

B. Financials of the Company

The financial highlights of the Company are given below:

Financial Results (Stand Alone) Rs. in lakhs

Particulars For the year For the year ended ended 31.03.2014 31.03.2013

Total Income 3,915 18,236

Less: Total Expenditure 5,538 16,404

Profit Before Tax -1,622 1,832

Less: Provision of tax -59 609

Profit after Tax -1,562 1,223

Financial Results (Consolidated) Rs. in lakhs

Particulars For the year For the year ended ended 31.03.2014 31.03.2013

Total Income 11,262 31,136

Less: Total Expenditure 13,649 27,473

Profit before Tax -2,386 3,664

Less: Provision of tax -125 739

Profit after Tax -2,507 2,925

C. Dividend

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

D. Share Capital

As on date of this report the Authorized capital of the Company is Rs. 25,00,00,000/-(Rupees Twenty Five Crore only) divided into 2,50,00,000 equity shares of Rs. 10/- each. The total issued, subscribed and paid up capital of the Company as on the date of the report is Rs. 170,245,700/- (Rupees Seventeen Crores Two Lacs Forty Five Thousand Seven Hundred Only) divided into 17024570 equity shares of Rs. 10/- each.

E. Constitution of the Board

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

Name of Directors Designation Date of Appointment

1. Sooraj C. K. Managing Director 22.03.2006

2. Pradeep Viswambharan Whole Time Director 28.03.2006

3. Dr K. Balasubramani Independent Director 20.10.2014

4. Bobichen Jacob Thomas Independent Director 20.10.2014

5. Sudeepa Nagasampagi Independent Director 20.10.2014

During this year, Directors Mr. Kezer Abbas Kharawala and Mr Sreedhar Mukund Parande had resigned from the Board with effect from 31st March, 2014.

F. Fixed Deposits

Your company has not accepted any public deposits within the meaning of provisions of section 58A of the Companies act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of principal or interest are outstanding as on the balance sheet date.

G. Management Discussion and Analysis

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

H. Corporate Governance

Your directors affirm their commitments to the corporate governance standards prescribed by the Securities and Exchange Board of India (SEBI). A report on the Corporate Governance with Management Discussions and Analysis as required under Clause 49 of the listing Agreement forms part of this report.

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

I. Auditors

M/s. DMKH & Co, Chartered Accountants, Mumbai, the Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment. The Company has received confirmation from the Auditors that their re- appointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The necessary resolution is being placed before the shareholders for approval.

J. Auditor''s Report

The report of the Auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

K. Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

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

2. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

L. Particulars Of Employees

During the period under review, no employee of the Company has received remuneration at a rate, which, in the aggregate was more than Rs. 5,00,000/- or more per month or Rs. 60,00,000/- or more per annum and hence there was no requirement of a statement under sub section (2A) of the Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

M. Conservation Of Energy

Your Company''s operations do not involve large scale use of energy. The disclosure of particulars under this head is not applicable as your Company operates in the Service sector. Although your Company is not a large scale energy user, it acknowledges the concept of conservation of energy.

N. Foreign Exchange Earnings & Outgo

The foreign exchange earnings of the Company for the year is Rs. 3,905 lakhs as against Rs. 12,624 lakhs of the previous year and the foreign exchange outgo of the Company for the year is Rs. 615 Lakhs as against Rs. 3,301 of the previous year.

O. Corporate Social Responsibility

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

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

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

7. Oak Technologies Inc.

8. Accentia Technologies FZE

In terms of the general exemption given by the Ministry of Corporate Affairs, Government of India (MCA) through General Circular No. 2/2011 and Press Note 3/2011, the Board of Directors has accorded their consent to the Company not to attach the specified particulars of its Subsidiary Companies with the balance sheet of the Holding Company.

Q. Acknowledgement

Your Directors place on record their gratitude to the Central and State Governments, and the Company''s Bankers for their assistance, co-operation and encouragement 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 their valuable trust in the company''s performance and for their support and encouragement, enabling the company to venture in to various upcoming projects and spread its wings globally.

By and on behalf of the Board Accentia Technologies Limited

Sooraj C. K. Pradeep Viswambharan Managing Director Wholetime Director

Navi Mumbai November 25, 2014

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Mar 31, 2013

Distinguished Members,

The is a great privilege for the Directors to present the Twenty Second Annual Report of the Company along with Audited Annual accounts for the financial year 2012-13.

A. Performance of the Company

The healthcare segment in the US is compelled to shift from conventional Medical Transcription to Electronic Medical Records (EMR). Though the reforms open up tremendous opportunities for growth, the above mentioned transition has temporarily affected the productivity. However, the Company is carrying out the operational activities of the Company in a better manner.

B. Financials of the Company

The financial highlights of the Company are given below:

Financial Results (Stand Alone) Rs. in lakhs

Particulars For the year For the year ended 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



C. Dividend

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

D. Share Capital

As on date of this report the Authorized capital of the Company is Rs. 25,00,00,000/-(Rupees Twenty Five Crore only) divided into 2,50,00,000 equity shares of Rs. 10/- each. The total issued, subscribed and paid up capital of the Company as on the date of the report is Rs. 17,02,45,700/- ,(Rupees Seventeen Crores Two Lacs Forty Five Thousand Seven Hundred Only) divided into 1,70,24,570 equity shares of Rs.10/- each.

E. Constitution of the Board

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

Name of Directors Designation Date of Appointment

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

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

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

4 Kezer Abbas Independent 12/11/2010 Kharawala Director

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

F. Fixed Deposits

Your company has not accepted any public deposits within the meaning of provisions of section 58A of the Companies act, 1956 read wth the Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of principal or interest are outstanding as on the balance sheet date.

G. Management Discussion and Analysis

The Management Discussion and Analysis including the result of operations of the Company for the year under review, as required under Clause 49 ofthe listing agreement with the stock exchange is appended to this report.

H. Corporate Governance

Your directors affirm their commitments to the corporate governance standards prescribed by the Securities and Exchange Board of India (SEBI). A report on the Corporate Governance with Management Discussions and Analysis as required under Clause 49 of the listing Agreement forms part of this report.

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

I. Auditors

M/s. DMKH & Co, Chartered Accountants, Mumbai, the Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment. The Company has received confirmation from the Auditors that their re- appointment will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The necessary resolution is being placed before the shareholders for approval.

J. Auditor''s Report

The report of the Auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

K. Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

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

2. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

L. Particulars Of Employees

During the period under review, no employee of the Company has received remuneration at a rate, which, in the aggregate was more than Rs. 5,00,000/- or more per month or Rs.60,00,000/- or more per annum and hence there was no requirement of a statement under sub section (2A) of the Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

M. Conservation Of Energy

Your Company''s operations do not involve large scale use of energy. The disclosure of particulars under this head is not applicable as your Company operates in the Service sector. Although your Company is not a large-scale energy user, it acknowledges the concept of conservation of energy.

N. Foreign Exchange Earnings & Outgo

The foreign exchange earnings of the Company for the year is Rs. 1,069,026,524/- as against Rs.927,621,875/- of the previous year and the foreign exchange outgo of the Company for the year is Rs. 77,261,143/- as against Rs. 89,430,474/- of the previous year. Also note that there is a difference in the previous year fore outflow of the Company in the P&L for the current year from that of the Previous year''s P&L Account.

O. Corporate Social Responsibility

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

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

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

7. Oak Technologies Inc.

8. Accentia Technologies FZE

In terms of the general exemption given by the Ministry of Corporate Affairs, Government of India (MCA) through General Circular No. 2/2011 and Press Note 3/2011, the Board of Directors has accorded their consent to the Company not to attach the specified particulars of its Subsidiary Companies with the balance sheet of the Holding Company.

Q Acknowledgement

Your Directors place on record their gratitude to the Central and State Governments, and the Company''s Bankers for their assistance, co-operation and encouragement 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 their valuable trust in the company''s performance and for their support and encouragement, enabling the company to venture in to various upcoming projects and spread its wings globally.

By and on behalf of the Board

Accentia Technologies Limited

Pradeep Viswambharan Sooraj C. K.

Managing Director & Wholetime Director

Chief Executive Officer



Navi Mumbai

November 27, 2013

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Mar 31, 2012

Distinguished Members,

It is a great privilege for the Directors to present theTwenty First Annual Report of the Company along with Audited Annual accounts for the financial year 2011-12.

A. Performance of the Company

The healthcare segment in the US is compelled to shift from conventional Medical Transcription to Electronic Medical Records (EMR). Though the reforms open up tremendous opportunities for growth, the above mentioned transition has temporarily affected the productivity. However,the Company is carrying out the operational activities of the Company in a better manner.

6. Financials of the Company

The financial highlights of the Company are given below:

Financial Results (Stand Alone) Rs.in Lakhs

Particulars For the year For the year ended ended 31.03.2012 31.03.2011

Total Income 12,674.21 10,854.79

Less:Total Expenditure 11,749.68 8,682.24

Profit Before Tax & Exceptional items 924.53 2,172.55

Less: Exceptional Items - (17.41)

Profit Before Tax 924.53 2,155.14

Less: Provision of tax (146.03) (281.27)

Profit after Tax 778.50 1,873.87

Financial Results (Consolidated) Rs.in Lakhs

Particulars For the year For the year ended ended 31.03.2012 31.03.2011

Total Income 26,085.27 33,123.67

Less:Total Expenditure 23,516.39 24,592.39

Profit Before Tax & Exceptional items 2,568.89 8,531.28

Less: Exceptional Items - (17.41)

Profit beforeTax 2,568.89 8,513.87

Less: Provision of tax (256.97) (978.90)

Profit after Tax 2,311.92 7,534.97

C. Dividend

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

D. Share Capital

As on date of this report the Authorized capital of the Company is Rs. 25,00,00,000/-(Rupees Twenty Five Crore only) divided into 2,50,00,000 equity shares of Rs. 10/- each. The total issued, subscribed and paid up capital of the Company as on the date of the report is Rs. 17,02,45,700/-,(Rupees Seventeen CroresTwo Lacs Forty Five Thousand Seven Hundred Only) divided into 1,70,24,570 equity shares of Rs.10/- each.

E. Constitution of the Board

During the last annual general meeting of the Company, Mr. G.K. Misra, who was liable to retire at the last Annual General Meeting, and has intimated his inconvenience to continue in the office of Director of the Company due to personal reasons has not been re-appointed and as such retired at last Annual General Meeting of the Company.

Mr. Kezer Abbas Kharawala and Mr. Kabir Kewalramani, Directors, will be retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

Name of Directors Designation Date of Appointment

1 S.M.Parande Chairman, 28/07/2006 Independent Director

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

3 Sooraj C.K. WholeTime 22/03/2006 Director

4 RaviSankar Executive 26/04/2010 Director

5 Kabir Kewalramani Nominee 19/10/2007 Director

6 Kezer Abbas Independent 12/11/2010 Kharawala Director

F. Fixed Deposits

Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of principal or interest are outstanding as on the balance sheet date.

G, Management Discussion and Analysis

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

H. Corporate Governance

Your Directors affirm their commitments to the Corporate Governance standards prescribed by the Securities and Exchange Board of India (SEBI). A report on the Corporate Governance with Management Discussions and Analysis as required under Clause 49 of the Listing Agreement forms part of this report.

The requisite Certificate from the Auditors of the Company confirming compliance with conditions under aforesaid Clause 49 is attached to this report.

I. Auditors

M/s. DMKH & Co, Chartered Accountants, Mumbai, the Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment. The Company has received confirmation from the Auditors that their re- appointment will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The necessary resolution is being placed before the shareholders for approval.

J, Auditor's Report

The report of the Auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

K. Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

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

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

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

L Particulars of Employeess

During the period under review, no employee of the Company has received remuneration at a rate, which, in the aggregate was more than Rs. 5,00,000/- or more per month or Rs.60,00,000/- or more per annum and hence there was no requirement of a statement under sub section (2A) of the Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

M. Conservation Of Energy

Your Company's operations do not involve large scale use of energy. The disclosure of particulars under this head is not applicable as your Company operates in the Service sector. Although your Company is not a largescale energy user, it acknowledges the concept of conservation of energy.

N. Foreign Exchange Earnings & Outgo

The foreign exchange earnings of the Company for the year is Rs. 12,624.05 lakhs as against Rs. 10,690.27 lakhs of the previous year and the foreign exchange outgo of the Company for the year is Rs. 1,596.91 lakhs as against Rs. 788.55 lakhs of the previous year.

O. Corporate Social Responsibility

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

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

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

P. Subsidiary Companies

Accentia is having 8 number of subsidiaries, namely;

1. Thunga Software Private Limited

2. Accentia OakTechnologiesPvt Ltd

3. Accentia Education Services Pvt Ltd

4. GSR Physicians Billing Services Inc.

5. GSR System Inc.

6. Denmedlnc.

7. OakTechnologieslnc.

8. Accentia Technologies FZE

In terms of the general exemption given by the Ministry of Corporate Affairs, Government of India (MCA) through General Circular No. 2/2011 and Press Note 3/2011, the Board of Directors has accorded their consent to the Company not to attach the specified particulars of its Subsidiary Companies with the balance sheet of the Holding Company.

Q Acknowledgement

Your Directors place on record their gratitude to the Central and State Governments, and the Company's Bankers for their assistance, co-operation and encouragement 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 their valuable trust in the Company's performance and for their support and encouragement, enabling the Company to venture in to various upcoming projects and spread its wings globally.

By and on behalf of the Board Accentia Technologies Limited

Pradeep Viswambharan Sooraj C. K.

Managing Director & Wholetime Director

Chief Executive Officer

Navi Mumbai August 27,2012

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Mar 31, 2010

The Directors are pleased to present the Nineteenth Annual Report together with the Audited Statement of Accounts and the Auditors Report of your Company for the year ended 31st March 2010. The report covers all major events till the date of this report.

A. Performance of the Company.

The Company is carrying out the operational activities of the Company in a better manner and during the Financial year 2009-10 total turnover of the Company is Rs 26,572 lakhs.

Financial Results (Stand Alone)

Particulars For the year For the year ended ended 31.03.2010 31.03.2009

Total Income 940,908,699 801,562,509

Less :Total Expenditure 678,194,958 548,891,901 Profit before Tax and exceptional items 262,713,741 252,670,608

Less: exceptional items 428,534 428,534

Profit before tax 262,285,207 252,242,074

Less: Provision forTax 63,746,504 38,071,722

Profit afterTax 198,538,703 214,170,352

Financial Results (Consolidated)

Particulars For the year For the year ended ended 31.03.2010 31.03.2009

Total Income 2,657,159,488 2,360,235,121

Less:Total Expenditure 1,777,622,050 1,514,994,874

Profit before Tax and exceptional items 879,537,438 845,240,247

Less: exceptional items 428,534 428,534

Profit before tax 879,108,904 844,811,713

Less Provision forTax 153,778,522 124,126,864

Profit After tax 725,330,382 720,684,849

Dividend

Your Directors are pleased to recommend a Dividend @ 30% on the Paid up Equity Share Capital of the Company in respect of the financial year 2009-10. The total outgo on account of dividend, inclusive of dividend tax is Rs 51,352,601.

B. Share Capital.

As on date of this report the Authorized capital of the Company is Rs. 20,00,00,000/-(Rupees Twenty Crore only) divided into 2,00,00,000/- equity shares of Rs.10/- each.The total issued, subscribed and paid up capital of the Company as on the date of the report is Rs.14,63,09,960/- (Rupees Fourteen Crore Sixty Three Lakhs Nine Thousand Nine Hundred and Sixty only) divided into 1,46,30,996 equity shares of Rs.10/-each.

C. Constitution of the Board.

The Board of the Directors of the Company is duly constituted and the present structure is as follows:

Name of Directors Designation Date of Appointment

1. Pradeep Managing Viswambharan Directors CEO 28.03.2006

2. SoorajC.K. Whole-time Director 22.03.2006

3. G. K. Misra Independent Director 28.07.2006

4. S.M.Parande Independent Director 28.07.2006

5. KabirKewalramani Nominee Director 29.09.2008

6. RaviSankar Executive Director 26.04.2010

During the financial year, Dr. Vivek Hebbar resigned from the Board of the Company and Mr. Ravi Sankar has joined the Board of the Company.

During the financial year, following Directors are liable to retire by rotation as per provisions of Section 255 of the Companies Act, 1956 and clause No 145 of the articles of association, and offers themselves for reappointment.

1. S.M.Parande

2. KabirKewalramani

D. Directors Responsibility statement .

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement it is hereby declared that:

i. in the preparation of the annual accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments 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;

iii. the Directors had 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;

iv. the Directors had prepared the annual accounts on a going concern basis.

E. Corporate Governance

Your Directors affirm their commitments to the corporate governance standards prescribed by the Securities and Exchange Board of India (SEBI). A Report on the Corporate Governance with Management Discussion and Analysis as required under clause 49 of the Listing Agreement forms part of this report.

F. Auditors

M/s. DMKH & Co, Chartered Accountants, the statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and is eligiblefor re- appointment. The Company has received confirmation from the Auditors that their re- appointment will be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The necessary resolution is being placed before the shareholders for approval.

G. Auditors Report

The report of the auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of section 217(3) of the Companies Act, 1956.

H. Fixed deposits:

Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of principal or interest are outstanding as on the balance sheet date.

I. Particulars of employees

During the period under review, no employee of the Company has received remuneration at a rate, which, in the aggregate was more than Rs. 2,00,000/- or more per month or Rs.24,00,000/- or more per annum and hence there was no requirement of a statement under sub section (2A) of the Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 .

J. Conservation of Energy

Your Companys operations do not involve large scale use of energy. The disclosure of particulars under this head is not applicable as your Company operates in the Service sector. Although your Company is not a large- scale energy user, it acknowledges, the concept of conservation of energy.

K. Foreign Exchange Earnings & outgo.

The foreign exchange earning of the Company for the year is Rs. 927,621,875/- against Rs. 787,207,652/- of the previous year and the foreign exchange outgo of the Company for the year is Rs. 90,097,140/- against Rs. 86,443,623/- of the previous year.

L Subsidiary companies:

As per Section 212 of the Companies Act 1956, the Company needs to attach Annual Accounts of its subsidiaries along with the holding Companys Annual Reports. But your Company could not attach the same as the accounting year followed by its foreign subsidiaries are different. The Company had filed application with the Ministry of Company Affairs for exemption from attaching the annual reports of the subsidiaries and the same was approved vide letter no. 47/671/2010-CL-lll dated 18th August 2010.The annual accounts of the subsidiary Companies will be kept in the head office for inspection by any investor.

M. Acknowledgement

Your Directors place on record their gratitude to the Central and State Government, the Companys Bankers for the assistance, co-operation and encouragement they have extended to the company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customers, Vendors and Employees in ensuring an excellent all around operational performance.

For and on behalf of the Board,

Pradeep Viswambharan Sooraj C. K. Ravi Sankar

Managing Director & Director Director Chief Executive Officer

Mumbai September 6, 2010

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Mar 31, 2009

The Directors are pleased to present the Eighteenth Annual Report together with the Audited Statement of Accounts and the AuditorsReport of your Company for the year ended 31st March 2009. The report covers all major events till the date of this report.

Financial Results (Stand Alone)

Particulars For the year For the year ended ended 31.03.2009 31.03.2008

Total Income 801,562,509 510,498,513

Less:Total Expenditure 548,891,901 358,161,659 Profit before Tax and exceptional items 252,670,608 152,336,854 Less: exceptional items 428,534 428,534 Profit before tax 252,242,074 151,908,320 Less: Provision forTax 38,071,722 18,084,000 Profit afterTax 214,170,352 133,824,320

Financial Results (Consolidated)

Particulars For the year For the year ended ended 31.03.2009 31.03.2008 Total Income 236,025,121 1,335,059,042 Less:Total Expenditure 151,499,874 919,771,727 Profit before Tax and exceptional items 845,240,247 415,287,315 Less:exceptionalitems 428,534 428,534 Profit before tax 844,811,713 414,858,781 Less Provision forTax 124,126,864 52,922,899 Profit After tax 720,684,849 361,935,882

Dividend

We recommend a final dividend of Rs. 21- (20% on par value of Rs.10/-) per share.The total dividend amount payable is Rs. 26,085,366/-.

The Register of Members and share transfer books

will remain closed from 28th December, 2009 to 29th December, 2009, both days inclusive. The annual general meeting of the Company has been scheduled for 29th December, 2009.

Change in Capital

The authorized capital of the company stood at Rs.200,000,000/-(Rupees Twenty Crores only) divided into 20,000,000 (Two crore only) equity shares of Rs.10/ -(Rupees Ten only) as on date. And there was no change in authorized share capital of the company during the year. The paid up capital as on the date of this report stood at Rs.134,426,830/- (RupeesThirteen Crore Forty Four Lakh Twenty SixThousand Eight Hundred andThirty only).

Subsidiaries:

- Asscent Infoserve Private Limited, M R B Towers, No. 3802 / B, 7th Main, H A L 2nd Stage, Bangalore-560 038

- Thunga Software Private Limited, 4th Floor, M K BTowers, No. 3802 / B, 7th Main, H A L 2nd Stage, Bangalore-560 038

- Accentia technologies FZE, RAK Free Trade Zone, PO Box 10055, Ras Al Khaimah, UAE

- GSR Physicians Billing Services Inc., 10096 Griffin Road, Cooper City, Fort Lauderdale, Florida 33328, USA

- GSR Systems Inc., 10096 Griffin Road, Cooper City, Fort Lauderdale, Florida 33328, USA

- Denmed Inc., 1485 20th St SE, Salem, Oregon 97302, USA

- Oak Technologies Inc., 50, Cragwood Road, STE 104, South Plainfield,NJ, USA

- Accentia OakTechnologies Private Limited (Subsidiary of OakTechnologiesInc), 6-3-1111,4th Floor, Babukhan Mall, Somajiguda, Hyderabad- 500 082.

As per section 212 of the Companies Act, 1956 the company needs to attach the Annual Report of its subsidiaries along with the Holding companys annual report. But your company could not attach the same as the accounting year followed by the company and its foreign subsidiaries are different. The company has already filed application with the Ministry of Corporate Affairs claiming exemption from attaching the annual report of the subsidiary companies and the same is pending with the Ministry.

Directors

During the year there is no change in the constitution of Directors. Following are the Directors of the Company as on the date of the report.

Name of Directors Designation Date of Appointment

1. Pradeep Managing Viswambharan Directors CEO 28.03.2006 2. SoorajC.K. Whole-time Director 22.03.2006 3. Ghanshyam Independent Krishna Misra Director 28.07.2006 4. Shreedhar Parande Independent Mukund Director 28.07.2006 5. Viveklshwar Independent Hebbar Director 28.02.2006 6.KabirKewalramani Non Executive Director 29.09.2008

Fixed Deposits

The Company has not accepted any Deposit during the year.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement it is hereby declared that:

i. in the preparation of the annual accounts for the financial year ended 31st March 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments 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;

iii. the Directors had 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;

iv. the Directors had prepared the annual accounts on a going concern basis

Auditors

The annual accounts of the Company for the year under

report have been audited by M/s Durgesh Kabra & Co, Chartered Accountant, appointed at the Annual General Meeting. They will retire at the conclusion of the ensuing Annual General Meeting, and are eligiblefor reappointment. As the retiring auditors have expressed their inability to continue in the office of Statutory Auditors, your Directors are considering the appointment of M/s. D M K H & Co, Chartered Accountants as Statutory Auditors of the Company in the place of retiring auditors.

Conservation of Energy

YourCompanys operations does not involve large scale use of energy The disclosure of particulars under this head is not applicable as your Company operates in the Service sector. Although your Company is not a large-scale energy user, acknowledges, the concept of conservation of energy.

Corporate Governance

A separate report on corporate governance has been provided as part of this annual report.

Management Discussion and Analysis

A detailed review on operational highlights and achievements, vision and strategy for the future notes and outlookfor the industry segment in which we operate, are given separately under the head"Management Discussions and Analysis" elsewhere as part of this annual report.

Particulars of employees

During the period under review, no employee of the Company has received remuneration at a rate, which, in the aggregate was more than Rs. 2,00,000/- or more per month or Rs. 24,00,000/- or more per annum.

Foreign Exchange Earnings & outgo

During the yearthe Company earned Foreign Exchange of Rs. 78,72,07,652 as against Rs. 50,93,46,944 of the previous year and Rs. 32,72,56,000 as foreign exchange expenditure against Rs. 26,08,53,025 of the previous year. The majority of the income of the Company is coming from exports.

Acknowledgement

We would like to thank all our well wishers for the enormous support given to us and we acknowledge the contributions made by our employees, who are the real back bone of our institution.

For and on behalf of the Board, Pradeep Viswambharan Sooraj C.K. DrVivek Hebbar Managing Director & Director Director Chief Executive Officer

Mumbai December 5, 2009