secunderabad...secunderabad healthcare limited 9. members desirous of obtaining any information...

SECUNDERABADHEALTHCARE LIMITED

22ND ANNUAL REPORT2012-2013

1

Secunderabad Healthcare Limited

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. Daniel Solomon Bondugula : Managing DirectorMr. Vinay Madhukar Ganu : Executive DirectorMr. Rajaram Arjun Rambade : Executive DirectorMr. Surendra Naidu Rayapati : Non Executive - Independent DirectorDr. Thakur Ramesh Singh Chouhan : Non Executive - Independent DirectorMr. Amit Tarachand Shah : Non Executive - Independent DirectorMr. S L M Chowdary Palempati : Non Executive

– Non-Independent Director

BANKERS

YES Bank LtdING Vysya BankIndusInd BankState Bank of India

STATUTORY AUDITORS

D P Agarwal & Co.,Chartered Accountants,261/263, 4th Floor, Bilquees Mantion,D N Road, Fort,Mumbai – 400 001

REGISTERED & CORPORATE OFFICE

Flat No:16, (part), Block B, Maheswari Towers,Road No. 1, Banjara Hills, Hyderabad - 500034

SHARE TRANSFER AGENTS

M/s. Aarthi Consultants Private Limited1-2-285, Domalguda,Hyderabad – 500 029.

LISTING AT:

Bombay Stock Exchange Limited

2

3


CONTENTS:

NOTICE

DIRECTORS' REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CORPORATE GOVERNANCE REPORT.

MANAGING DIRECTORS CERTIFICATION

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE.

AUDITOR'S REPORT

BALANCE SHEET

PROFIT & LOSS ACCOUNT

SCHEDULES

PROXY FORM & ATTENDANCE SLIP.

4


Notice is hereby given that the Twenty Second Annual General Meeting of the Members of Secunderabad Healthcare Limited will be held on Monday, the 30th Day of September, 2013 at 2.00 P.M at Siddhartha Nagar Welfare Association, 8-3-169/163, Siddhartha Nagar, Hyderabad-500 038, to transact the following items ofBusiness:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Statement of Profit & Loss Account for the year ended 31st March, 2013 and the Audited Balance Sheet as on 31st March, 2013 together with the Reports of the Board of Directors and the Auditors Report and notes thereon.

2. To appoint a Director in place of Mr. Vinay Madhukar Ganu, who retires by rotation and being eligible, offers himself for reappointment.

3. To appoint a Director in place of Mr. Amit Tarachand Shah, who retires by rotation and being eligible, offers himself for reappointment.

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 224(1B) and other applicable provisions, if any of the Companies Act, 1956, D P Agarwal & Co., Chartered Accountants, be and are hereby reappointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting up to theconclusion of the next Annual General Meeting of the Company on such remuneration as may be determined by the Board of Directors in consultation with the Auditor.”

NOTICE

SPECIAL BUSINESS:

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

Approval for the proposal for strategic Associations / Acquisition / Investments.

“RESOLVED THAT pursuant to the provisions of the Memorandum and Articles of Association of the company and as per the provisions of Companies Act, 1956, approval of the members be and is hereby accorded to the Board for the proposal for strategic Associations or Investments or Acquisition of Marketing rights of the product or majority stake in M/s. Astrel Genome Limited.

RESOLVED FURTHER THAT Shri. Vinay Madhukar Ganu, Executive Director of the company be and is hereby authorized to negotiate to acquire Marketing Rights of the Product or majority stake in the M/s. Astrel Genome Limited, and to do all such acts and deeds necessary for the acquisition aforementioned”.

By order of the BoardFor Secunderabad Healthcare Limited

Mr. Daniel Solomon BondugulaManaging Director

Place: Hyderabad.Date: 2nd September 2013


5


6

NOTES:

1. 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 NOT BE A MEMBER OF THE COMPANY.

2. Proxies in order to be effective must be filed with the Company not later than 48 hours before commencement of the meeting.

3. The Register of Members and Share Transfer Books of the Company will remain closed from 27th day of September 2013 to 30th day of September, 2013 (Both Days inclusive) in connection with the Annual General Meeting of the Company.

4. Members are requested to:

Quote folio no./ DP ID & CL. ID for any communication for their Shareholding.

Bring the copy of the Annual Report and the Attendance Slip duly filled in for attending the Annual General Meeting;

Intimate to the Company's Registrars and Share Transfer Agents, M/s. Aarthi Consultants Private Limited (for shares held in physical form) and to their Depository Participants (DP) (for shares held in dematerialized form) the changes, if any, in their Registered address, Bank account number / details etc. at an early date, quote ledger folio numbers /DP Identity and Client Identity Numbers in all their correspondences;

5. The copies of relevant documents can be inspected at the Registered Office of the Company on any working day between 11.00 a.m. to 1.00 p.m. up to the date of the Annual General Meeting of the Company.

6. Members/Beneficial Owners are requested to quote their full name as per Company's record, Folio No. /DP and Client ID Nos. as the case may be, in all correspondence with the Company.

7. In case of Joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

8. Corporate Members intending to send their authorized representatives are requested to send a duly certified copy of the Board resolution authorizing their representatives to attend and vote at the Annual General Meeting.


9. Members desirous of obtaining any information concerning the accounts and operations of the Company are requested to address their questions to the Company at the registered office address so as to reach at least seven days before the date of the Meeting, to enable the information required to be made available at the Meeting, to the extent possible.

ADDITIONAL INFORMATION REQUIRED TO BE FURNISHED UNDERTHE LISTING AGREEMENT

7

Name :

:

:

:

:

:

:

:

:

1.

2.

Age

Qualifications

Experience

Other Directorships

(in Public Companies)

Name

Age

Qualifications

Experience

Other Directorships

Mr. Vinay Madhukar Ganu

50 Yrs

MBA (MIS & Finance) degree holder from university of California

Having vast experience in finance, technical, marketing and Human resource Management, Also undertaken variety of consulting assignments in the field of Investment Banking, Corporate Finance, database, user interface design and system integration. Also, handled large teams of programmers and project leaders both in US and India.

eMedi G Report.com Private Limited

Solrea Technologies Private Limited

Chreestukrupa Estates Private Limited

Mr. Amit Tarachand Shah

36 Years

Holds Bachelor Degree in Commerce

Having vast knowledge in the field of Hyman Resources. He has a knack in Recruitment related activities. Further, as an individual he also has experience in Capital Market sector.

Tanika mercantile private limited

Atreya petrochem limited

Harrods trading private limited

Tenor mercantile private limited

Preface mercantile private limited

Pier mercantile private limited

Prasanna mercantile private limited

Marisha real estate private limited

Walton constructions private limited


8

Explanatory Statement[Pursuant to Section 173(2) of the Companies Act, 1956]

Item No. 5:

Approval for the proposal for strategic Associations / Acquisition / Investments

Special Resolution mentioned at item: 5 is for the Approval for the proposal for strategic Associations / Acquisition / Investments, and it is proposed to Acquisition of Marketing rights of the product or majority stake in M/s. Astrel Genome Limited and the same is considered as the beneficial for the company. It is also proposed to authorize Mr. Vinay Madhukar Ganu, Executive Director of the company to authorise to negotiate to do the needful activities for the proposed acquisition or majority stake in the M/s. Astrel Genome Limited, and to do all such acts and deeds necessary for the acquisition aforementioned.

Board of Directors recommend this resolution for the approval of the members. None of the Directors of the Company, is concerned or interested in this resolution.

DIRECTORS' REPORTToThe Members ofM/s. SECUNDERABAD HEALTHCARE LIMITEDYour Directors have a pleasure in presenting the 22nd Annual Report togetherwith the Audited Statement of Accounts for the Financial year ended 31stMarch, 2013.

FINANCIAL RESULTS:

Turnover

Profit before Tax (+) / Loss (-)

Current Tax

Deferred Tax

Profit After Tax (+) / Loss (-)

144,569,767

410,017

376,481

(235,487)

269,023

226,410,893

3,694,038

553,190

(1,800,478)

4,941,327

Particulars Year ended 31.03.2013 (Rs.)

Year ended 31.03.2012 (Rs.)

OPERATIONS:

Your Company achieved a turnover of Rs. 144,569,767/- in 2012-13 as compared to Rs. 226,410,893/- in 2011-12 and the net profit after tax stood at Rs. 269,023/- for the current year as compared to Rs 4,941,327/- in the previous year.

The Company is committed to continue its efforts for the developmental activities and has several plans to sustain and improve the turnover and profitability in the future.

OUTLOOK:

Your company has completed the issue and allotment of equity shares on preferential basis and the same has been reinvested into business which will give business advantage and financial benefit in the long term. The company is empowered to do the same as per the existing clauses in the Memorandum of Association of the Company. Your company has earned a considerableinvestment income in the financial year 2012-13 which we are expecting to increase in the coming years once there is economic recovery.

Your company has restricted its trade in the whole sale chemicals and intermediates to avoid heavy price fluctuation due to economic and industrial production swings in India as well as in the world. Your company has achieved turnover of Rs. 144,569,767/- and able to maintain good relations with the industry which will help the company once there is a recovery in the economy.

Your Board of Directors proposes to not to go aggressive on the trading due to uncertain economic condition and would like to strengthen the company with wiser investment plans

DIVIDEND

Keeping in view the Company's need for Capital for its various growth plans and the with the intent to finance such plans through internal accruals to the maximum your Directors are of the opinion that it is prudent that no dividend be declared for the year under review


9


10

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956:

Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy. Technology Absorption, adaptation and innovation: No technology either indigenous or Foreign is involved. Research and Development (R & D): The Company is taking steps to get Research and Development work carried out. Foreign exchange earnings: NIL Foreign exchange out go : NIL

PARTICULARS OF EMPLOYEES:

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 2011.

DIRECTORS:

Mr. Vinay Madhukar Ganu and Mr. Amit Tarachand Shah, Directors, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers themself for re-appointment.

AUDIT COMMITTEE

The Company has an Audit Committee duly constituted as per the provisions of Sec 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement and the said Committee has also complied with all the Legal and Statutory requirements.

AUDITORS AND AUDITORS REPORT:

D P Agarwal & Co., Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The notes on accounts referred to in the Auditors' Report are self–explanatoryand therefore do not call for any further comments.

Change of Registered Office of the Company:During the period under review, the company has shifted its registered office fromS 1 - Vimal, Road No. 5, 8-2-293/82/A, Plot no. 31-B Jubilee Hills, Hyderabad 500033To Flat No:16, (part), Block B, Maheswari Towers, Road No. 1, Banjara Hills, Hyderabad - 500034and the same was approved in the Board Meeting held on 1st November 2012.


11

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA):

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for the period;

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; The Directors had prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO CLAUSE 38 OF LISTING AGREEMENT:

Presently the Company's Equity shares are listed on and Bombay Stock Exchange Limited (BSE) and the Company have paid the Annual Listing Fees for the year 2013-14.

CORPORATE GOVERNANCE:

The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide clause 49 of the Listing Agreement. Your directors reaffirm their commitment to these standards and a detailed report on corporate governance together with a Auditor's certificate on its compliance is annexed hereto and forms part of this Report.


12


Management 's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company maintains appropriate systems of internal control, including monitoring procedures and MIS system that define roles and responsibilities of people across various levels of the organization to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorized and recorded correctly as well as to provide for adequate checks and balances.

Audits are finalized and conducted based on internal risk assessment. Significant deviations are brought to the notice of the Audit Committee by the Board periodically and corrective are measures recommended for implementation. All these steps facilitate timely detection of any irregularities and early remedial measures.

PERSONNEL

Your Company firmly believes that a dedicated workforce constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation of the dedicated and commendable services rendered by the staff and workforce of the Company.

DEPOSITS

The Company has not accepted any deposits during the year pursuant to the provisions of Section 58A of the Companies Act, 1956


13

ACKNOWLEDGEMENTS

Your Directors commend the contribution made by the employees to the continued satisfactory business performance during the year and the ongoing management support received by the Company. The Directors place on record their appreciation to all stakeholders particularly Shareholders, Customers, Suppliers, various Central and State Government Agencies and Local Authorities, the Medical Community and business partners, who have contributed to the Company's continued support. The Directors also place on record the continued management support received by the Company in the areas of Health, Safety and Environment and in terms of product and process know- how..

For and on behalf of the BoardFor Secunderabad Healthcare Limited

Place: Hyderabad Sd/- Sd/-Date: 2nd September 2013 Managing Director Executive Director


14


INDUSTRY STRUCTURE AND DEVELOPMENTS

`The Indian healthcare industry is expected to reach US$ 160 billion by 2017. On the back of continuously rising demand, the hospital services industry is expected to be worth US$ 81.2 billion by 2015. The Indian hospital services sector generated revenue of over US$ 45 billion in 2012. This revenue is expected to increase at a compound annual growth rate (CAGR) of 20 per cent during 2012-2017, according to a RNCOS report titled, 'Indian Medical Device Market Outlook to 2017'.

Market Size

The healthcare industry in India is experiencing gradual transition from paper files to electronic mediums. The Indian healthcare assisted by IT market has been growing tremendously over the past few years. It is expected to grow at a CAGR of around 22.7 per cent during the period 2013-2015.

Growing population, increasing affordability, comparative cheaper treatment costs as opposed to the west and medical tourism thereof, increased health insurance penetration, increased patient awareness, out-of-the-box unconventional thinking by the healthcare players for better operations, government opening up its arms to PPP and even providing tax holidays will be the key factors to look out for which would drive the future of healthcare in India, according to Dr Akash S Rajpal, Head, Consultancy Services, HOSMAC India Pvt Ltd

BUSINESS REVIEW

Your company has done a well balancing act by concentrating only on the trading and long term investments during present economic situation. Your company has achieved Rs. 144,569,767/- turnover in 2012-13 and avoided incurring any loses in the worst economic down turn.

All the investments made by your company are safe and we expect the same to generate good profits once turn around in the economy happens and market conditions improves.

Your company presently working on having long term tie-ups with the established healthcare providers for IT based healthcare reporting and billing systems. Besides this your company also working on establishing chain of diagnostic centers which will improve brand value to your company. This business model will not put pressure on the company resources, but provides value addition to the company and its brand.


15

OPPORTUNITIES AND THREATS

Indian healthcare industry is at growing stage and is thereby not subjected to strict regulations by the government. There is a general liberalization of trade and investment owing to which most devices do not need import license. Further, no restrictions have been imposed on refurbished medical equipments which presents a vast scope for and opportunities for the Health Care Sector.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company's operating and business control procedures have been framed in order that they ensure efficient use of resources and comply with the procedures and regulatory requirements.

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The Audit Committee reviews the quarterly and annual financial statements, adequacy of disclosures, treatment of various items involving accounting judgements.

HUMAN RESOURCES DEVELOPMENT

The Company believes that the Human resources are vital in giving the Company a Competitive edge in the current business environment. The Company's philosophy is to provide congenial work environment, performance oriented work culture, knowledge acquisition/ dissemination, creativity and responsibility. As in the past, the Company enjoyed cordial relations with the employees at all the levels.

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis Report describing the Company's objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations.

Actual results might differ materially from those either expressed or implied The Company is not under any obligation to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events.


16

CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE

Your Company is of a firm view that Corporate Governance must maintain global standards of corporate conduct as it is a systematic process whereby Companies are directed and controlled to enhance wealth generating capacity for the benefit of all its stakeholders. Your Company is committed to best practices in the area of Corporate Governance, both in letter and spirit. Good Governance facilitates effective management and control of business, maintaining a high level of business ethics and optimizing the value for all Stakeholders. The Corporate Governance Structure in the Company assignsresponsibilities and entrusts authority among different participants in the organization viz. the Board of Directors, the Senior Management, Employees, etc.

COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

The Company's philosophy on Corporate Governance is based on the principles of integrity, fairness, equity, transparency, accountability and commitment to values. These principles have been elaborated as under:

Independence and versatility of the Board. Integrity and ethical behavior of all personnel. Recognition of obligations towards all stake holders – Customers, Employees and Shareholders. Total compliance with laws in all environments in which the Company operates.

The Company recognizes that good Corporate Governance is a continuing exercise and it is committed to follow the best practices in the overall interest of the stakeholders.

The Securities and Exchange Board of India (SEBI) has specified certain mandatory governance practices, which are incorporated in Clause 49 of the Listing Agreement of Stock Exchanges. This section, along with the section on “Management Discussion & Analysis” and “Additional Shareholders’ Information” constitute the Company's compliance with Clause 49 of the Listing Agreement.


17

BOARD OF DIRECTORS:

Composition of Board:

The Board of Directors at Secunderabad Health Care limited has been constituted in a manner which ensures appropriate mix of executive and independent directors to ensure proper governance and management. The Board members have collective experience in diverse fields.

a) The Company has Eight Directors out of which; One is a Managing Director, Two are Executive Director, Five are Non-Executive Directors out of which, one is a Non- Executive Director and Non-Independent Director and; four are Non-Executive and Independent Directors.

The composition of the Board is in conformity with clause 49 of the Listing Agreements entered into with the Stock Exchanges and meets the stipulated requirements.

b) None of the Directors on the Board is a Member of more than 10 committees or Chairman of more than 5 companies across all the Companies in which he is a Director. The Directors have made necessary disclosures regarding Committee positions in other public companies as on March 31, 2013.

c) The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships / Memberships held by them in other companies is given below. Other Directorships do not include alternate directorships, directorships of private limited companies, section 25 companies and of companies incorporated outside India. Chairmanship / Membership of Board Committees include only Audit and Shareholders Investors Grievance Committees.


18

Directors' Attendance Record and Directorships / Committee Memberships:Size and composition:

Name of the Director

Category (Promoter/ Executive/ Non- Executive)

Designation Relationship with other Directors

Number of memberships in Board of other Public Limited Company

Associated with other committees of Public Limited Company

Member Chairman

Mr. Daniel Solomon Bondugula

Executive Director

Managing Director

None Nil Nil Nil


Executive Director

Executive Director

None Nil Nil Nil

Mr. Rajaram Arjun Rambade

Executive Director

Executive Director

None Nil Nil Nil

Mr. Surendra Naidu Rayapati

Non Executive and Independent

Director None Nil Nil Nil

Dr. Thakur Ramesh Singh Chouhan


Director None 1 Nil Nil

# Mr. Jigar Premchand Motta





Director None 1 Nil Nil

@@Mr. S L M Chowdary Palempati

Non Executive and non-Independent


* Mr. Sharad Shah Tejsho



**Mr. Medasani Munisekher

Executive Director

Executive Director

None Nil Nil Nil

th

*Resigned as the Director w.e.f. 29 September 2012th

** Resigned as Director w.e.f.18 July 2012th

# Resigned as Director w.e.f 15 October 2012th@@ Appointed as Director w.e.f. 18 July 2012


19

Number of Board meetings held and attendance of the Directors during the Financial Year 2012-2013:

Minimum four Board Meetings are held at the Registered Office of the Company in one financial year in the Company and the time frame between two Board Meetings does not exceed four months. Apart from the above, additional Board meetings are convened by giving appropriate notice to address the specific needs of the Company. During the financial year under review, the Board met on 14th May 2012, 18th July 2012, 13th August, 2012, 1st September 2012, 15th October 2012, 1st November 2012, 13th November 2012, 13th February 2013. The attendance of each Director is as under:

d) None of the Non-Executive Directors have any material pecuniary relationship or transactions with the Company.

e) During the year, information as mentioned in Annexure1A to Clause 49 of the Listing Agreements has been placed before the Board for its consideration.

Code of Conduct :

The Board has laid down a 'Code of Conduct' for all board members and the senior management of the Company. Annual Declaration to this effect is given in the Annual Report in affirmation of the Compliance of the Code for the year 2012-13.

AUDIT COMMITTEE :

The Audit Committee of the Company was in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 292A of the Companies Act, 1956.

Name of the Director



Mr. Rajaram Arjun Rambade

Mr. Surendra Naidu Rayapati

Dr. Thakur Ramesh Singh Chouhan


Mr. S L M Chowdary Palempati

No. meetings attended

8

8

8

8

8

8

7

Presence at AGM

Yes

Yes

Yes

Yes

Yes

Yes

Yes


20

The terms of reference of the Audit Committee include a review of;

Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services. Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. Reviewing the financial statements and draft audit report including quarterly / half yearly financial information. Reviewing with the Management the annual financial statements before submission to the Board, focusing on:

- Any changes in accounting policies and practices; - Qualification in draft audit report; - Significant adjustments arising out of audit; - The going concern concept; - Compliance with accounting standards; - Compliance with the Stock Exchange and legal requirements concerning financial statements; - Any related party transactions. Reviewing the Company's financial and risk management's policies. Disclosure of contingent liabilities. Reviewing with the Management the adequacy of internal control systems of the Company. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit. Discussion with the internal auditors of any significant findings and follow-up thereon. Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.


21

Reviewing compliances as regards the Company's Whistle Blower Policy.

The previous Annual General Meeting of the Company was held on 29th September 2012 and Mr. Surendra Naidu, Chairman of the Audit Committee, attended previous AGM.

The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

Attendance of Audit Committee

The heads of Finance and Statutory Auditor as Invitees also attended the meetings of Audit committee. The Audit committee approves the un-audited financial results for each quarter before submitting to the Board of Directors for approval and adoption.

During the year under review, Audit Committee met on 14 May 2012, 13 August, 2012, 1st September 2012, 13th November 2012, 13th February 2013.

The necessary quorum was present at all the meetings.

REMUNERATION COMMITTEE :

The Company has constituted Remuneration Committee to decide, fix the remuneration payable to the Managing / Whole time Directors of the Company.

However, the remuneration of the Managing / Whole time Director is subject to approval of the Board, and of the Company in the General Meeting and such approvals as may be necessary. The remuneration structure of Managing / Whole time Director comprises of salary only.Composition of Remuneration Committee

Name of the DirectorNo. of

Meetings heldNo. meetings

attended

Sri R. Surendra Naidu

Sri Thakur Ramesh Singh Chouhan

Sri. Daniel Solomon

5

5

5

5

5

5

Name of the Director Designation

Sri Thakur Ramesh Singh Chouhan Chairman

Sri R. Surendra Naidu Member

Sri. Rajaram Arjun Rambade Member


22

REMUNERATION OF DIRECTORS:

Details of remuneration paid to Directors are given below:

No sitting Fee was paid to any Director.

SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE:

The Board has constituted the Shareholders and Investors Grievance Committee. Its role and responsibility is to expeditiously process and approve the transactions in Securities, complying with SEBI regulations and listing requirements and redressal of investor grievances. The Committee oversees and monitors the performance of the Registrar & Transfer Agents and devices measures for overall improvement in the quality of investor services. The Committee also looks into the complaints received from the stock exchanges.

Details of Committee members.

Name of the

Director Relation-ship with other Directors

Business relationship with Company if any

Loans and advances from Company

Remuneration

Paid during the Year 2012-

13

Sitting fees Rs.

Salary Rs.

Commission

Total Rs.


None Managing Director

Nil Nil 5,40,000 Nil 5,40,000

Name of the Director Chairman / Member

Sri. R. Surendra Naidu Chairman

D. Thakur Ramesh Singh Chouhan(from 30.06.2009)

Member

Sri. Rajaram Arjun Rambade Member


23

Details of Complaints received/resolved

The total No. of Complaints received and complied during the year as follows:

Sri. Soloman Daniel is the Compliance Officer.

DETAILS OF ANNUAL GENERAL MEETINGS: Location and time of the last Three AGM's:

POSTAL BALLOT

During the financial year, there was no resolution passed through postal ballot by the Company.

SPECIAL RESOLUTIONS

Details of special resolutions passed in the previous three years Annual General Meeting of the Company are as follows:

NOTES ON DIRECTORS APPOINTMENT/RE-APPOINTMENT:

Relevant details forms part of the explanatory statement to the notice of the Annual General Meeting/Director's Report.

Auditors' Certificate on Corporate Governance

Auditors' Certificate on Corporate Governance as required by revised Clause 49 of the Listing Agreement is given as an annexure to the Director's Report.

Disclosures

The Company has not entered into any transaction of material nature with related parties i.e., Directors, Management, their relatives conflicting with the Company's interest.

There has been no non-compliance of any legal requirements nor have been any strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last 3 years.

Whistle Blower policyWe have established a mechanism for employees to report concerns about unethical behavior, fraud or violation of code of conduct of the Company. The mechanism provided direct access to the Chairman of the Audit Committee for exceptional cases. All employees can also directly meet the Audit Committee members of the Company. The Whistle Blower Policy has been posted on the Intranet of the Company.

Compliance with non-mandatory requirements of clause 49 of the listing agreementThe Company has complied with the non –mandatory requirements relating to remuneration committee and Whistle Blower policy to the extent detailed above and has not complied with other non-mandatory requirements.

Means of Communication

The quarterly, half-yearly and yearly financial results will be sent to the Stock

Details of non-compliance


24

Exchanges immediately after the Board approves the same and these results will also be published in prominent daily newspapers. As the financial performance of the Company is well published, individual communication of half yearly results are not sent to the shareholders.


25

.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India highlighting individual business, forms part of the Annual Report.

GENERAL SHARE HOLDER INFORMATION:

(I) Annual General Meeting

Date 30th September, 2013

Time 2.00 P.M

Venu Siddhartha Nagar Welfare Association, 8-3-169/163, Siddartha Nagar, Hyderabad-500 038

(II) Financial Calendar: The financial reporting will be as follows:

Quarter ending 30th June, 2013 Already declared on 14th August 2013

Quarter ending 30th September, 2013 On or before 15th November 2013

Quarter ending 31st December, 2013 On or before 15th February 2014

Quarter ending 31st March, 2014 Decision will be taken based upon the option to declare Audited / Un-Audited Financial Results

Annual General Meeting for FYended 31st March, 2014 Before end of September, 2014

(III) Date of Book Closure 27th September 2013 to 30th September 2013 (both days inclusive).

(IV) Dividend payment date If, declared will be paid within the stipulated time as per the Act.

(V) Listing on Stock Exchanges Bombay Stock Exchange Limited (BSE)

Bombay Stock Exchange Ltd Secunderabad Healthcare

524540

Dematerialization of Securities ISIN: INE 930C 01016

(VI) Stock Code


26

(VII) Market Price Data: High, Low during each Month islast Financial Year

April 2012 12.9 16.97

During the financial year ended 31.03.2013

Month High (in Rs.) Low (in Rs.)

May 2012 13.55 8.57

June 2012 15.21 10.27

July 2012 21.95 15.95

August 2012 24.80 20.90

September 2012 22.95 17.65

October 2012 23.95 14.35

November 2012 30.40 21.00

December 2012 27.55 20.00

January 2013 2.20 16.85

February 2013 33.60 25.70

March 2013 32.15 24.75

(VIII) Stock Performance inComparison to Broad-basedindices such as BSE Sensex,CRISIL Index, BZX 200, Nifty etc.

The share price of the Company has been moving withthe trends of indices.

(IX) Registrar & Transfer Agent M/s. Aarthi Consultants Private Limited1-2-285, Domalguda, Hyderabad – 500 029.Ph: 040-2763 8111; 040-2763 4445Fax: 040-2763 2184Website: www.aathiconsultants.comEmail: [email protected]

X) Share Transfer SystemDocuments will be accepted at

M/s. Aarthi Consultants Private Limited1-2-285, Domalguda, Hyderabad – 500 029.Ph: 040-2763 8111; 040-2763 4445Fax: 040-2763 2184Website: www.aathiconsultants.comEmail: [email protected]

The Shares of the Company are in physical form and electronic form. The transfer of shares in demat form is done through the Depositories without involvement of the Company. As regards, transfer of shares held in physical form, the transfer documents can be lodged with M/s. Aarthi Consultants Private Limited at above-mentioned address.

The Transfer of shares in physical form is normally processed within 10-12 days from the date of receipt, if the documents are complete in all respects. The Share Transfer Committee severally empowers to approve the transfers.


27

(XI) (a) Distribution of Shareholding as on 31-03-2013.

Share Holding of Nominal Value

Share Holders Share Amount

Rs. Rs. Numbers % of Total In Rs. % of Total (1) (2) (3) (4) (5) Upto 5,000 1584 69.32 2772420 0.33 5,001 - 10,000 216 9.45 1968800 0.24 10,001 - 20,000 88 3.85 1402770 0.17 20,001 - 30,000 69 3.02 1769270 0.21 30,001 - 40,000 32 1.40 1153300 0.14 40,001 - 50,000 23 0.01 1126790 0.13 50,001 - 1,00,000 73 3.19 5636980 0.67 1,00,001 and above 200 8.75 821765670 98.11 TOTAL 2285 100.00% 83759600 100.00

%

(XI) (b) Distribution of Shareholding as on 31-03-2013 CATEGORY No. of Shares held %of shareholding

(A) Shareholding of Promoter and Promoter Group:

(1) Ind ian

a. Individuals/Hindu Undivided Family 246910 0.29 b. Central Government/State Government 0 0

c. Bodies Corporate 0 0 d. Financial Institutions / Banks 0 0 Others:

e. Mutual funds 0 0 f. Trusts 0 0

a. Individuals (Non- Residents Individuals/ Foreign Individuals)

0 0

b. Bodies Corporate

c. Institutions 0 0 d. Any others specify- Overseas Corporate

Bodies 0 0

Sub-Total (A)(2) 0 0 Total Shareholding of Promoter and Promoter Group A = (A)(1)+ (A)(2)

246910 0.29

(B) Public Shareholding

(1) Institutions

a. Mutual funds / UTI 0 0 b. Financial Institutions / Banks 0 0 c. Central Government/State Government(s) 0 0 d. Venture Capital Funds 0 0 e. Insurance Companies 0 0 f. Foreign Institutional Investors 0 0 g. Foreign Venture Capital Investors 0 0 Others:

h. Foreign Companies 0 0 Sub-Total (B)(1) 0 0

(2) Non- Institutions a. Bodies Corporate 75828661 90.53 b. Individuals

i). Individual Shareholders holding Nominal Share Capital upto Rs. 1 Lakh

1468474 1.75

ii). Individual Shareholders holding Nominal Share Capital in excess of Rs. 1 Lakh

5659086 6.76

Others:

c. Any other (specify)

Non- resident Individuals 254700 0.30 Clearing Members 301769 0.36

Sub-Total (B)(2) 83512690 99.71 Total Public Shareholding B = (B)(1) + (B)(2)

83512690 99.71

TOTAL (A+B) 83759600 100.00 (C) Shares held by Custodians and against

Depositories Receipts have been issued 0 0 GRAND TOTAL (A+B+C) 83759600 100.00


28

Sub-Total (A)(1) 246910 0.29 (2) Foreign


29

(XII) Dematerialization of shares & liquidity The Company’s shares are compulsory traded in dematerialized form and are available for trading on both the Depositories in India viz. National Securities Depository Limited (NSDL) and Central Depositary Services (India) Limited (CDSL). A portion of 43.29% of the Company’s share capital are dematerialized as on 31st March 2013.

The Company’s shares are listed and eligible to trade on the above-mentioned Stock Exchanges in the electronic form.

Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company’s shares is INE 930C01016.

XIII) Outstanding GDRs/ADRs./Warrants or any Convertible Instruments, conversation date and likely impact on equity.

NIL

(XIV) Address for Correspondence

For and on behalf of the Board For Secunderabad Healthcare Limited

Sd/- Sd/- Place : Hyde rabad Date: 2nd September 2013 Managing Director Executive Director

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

I, Daniel Solomon Bondugula, Managing Director of M/s.Secunderabad Healthcare Limited hereby declare that all the Board members and Senior managerial personnel have affirmed with the Code of Conduct laid down for the members of the Company for the year ended 31st March 2013.

Sd/-

Da niel Solomon Bondugula

Managing Director Place: Hyderabad Date: 2nd September 2013

Flat No 16, (part), Block B, Maheswari Towers,Road No 1, Banjarahills Hyderabad 500034


30

MANAGING DIRECTORS CERTIFICATION

I, Daniel Solomon Bondugula, Managing Director of M/s. Secunderabad Healthcare Limited certify:

1.

That I have reviewed the financial statements and the cash flow statement for the year ended 31st

March 2013 and to the best of my knowledge and belief;

These statements do not contain any materially untrue statement nor omit any material fact nor contain statements that might be misleading, and

These statements present a true and fair view of the Company’s affair and are in compliance with the existing accounting standards, applicable laws and regulations.

2.

That there are, to the best of my knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company’s code of conduct;

3. That i accept responsibility for establishing and maintaining internal controls, and i have evaluated the effectiveness of the internal control systems of the Company and have disclosed to the auditors and the audit committee, deficiencies in the design or the operation of internal controls, if any, of which I are aware and the steps that i have taken or propose to take and rectify the identified deficiencies and;

4.

That I have informed the auditors and the audit committee of:

a)

Significant changes in the internal control during the year; b)

Significant changes in the accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

c)

Instances of significant fraud of which we have become aware and the involvement or an employee having a significant role in the Company’s internal control system.

Sd/- Da niel Solomon Bondugula

Managing Director

Place: Hyderabad Date:2nd September 2013


31

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To The Members, M/s. SECUNDERABAD HEALTHCARE LIMITED

We have read the report of the Board of Directors on Corporate Governance and have examined the relevant records relating to compliance condition of corporate governance of M/s. Secunderabad Healthcare Limited (“the Company”) for the year ended 31st March 2013 as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of the conditions of the corporate governance is the responsibility of the management. Our examination, conducted in the manner described in the Guidance note on Certification of Corporate governance” issued by the Institute of Chartered Accountants of India was limited to procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of Corporate Governance. Our examination was neither an audit nor was it conducted to express an opinion on the financial statements of the Company.

In our opinion and to the best of our information and explanations given to us and on the basis of our examination described above, the Company has complied with the conditions of Corporate Governance as stipulated in clause 49 the above-mentioned Listing Agreement.

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.

D P Agarwal & CO., CHARTERED ACCOUNTANTS

Sd/- D P Agarwal Place: Hyderabad Partner. Date: 2nd September 2013


32

INDEPENDENT AUDITOR’S REPORT

To the Members of SECUNDERABAD HEALTHCARE LIMITED

Report on the Financial Statements:

We have audited the accompanying financial statements of SECUNDERABAD HEALTHCARE LIMITED “the Company”, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.


33

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books, c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account,

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;


34

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For D.P.AGARWAL & CO., Chartered AccountantsFirm's Registration Number: 0100068W

D.P.AGARWAL Partner

Place: Hyderabad Date:30/05/2013

Membership Number: 35500


35

ANNEXURE TO THE AUDITORS' REPORT

I. (a) The Company has maintained proper records showing full particulars including

quantitative details and situation of Fixed Assets.

(b) As explained to us, the fixed assets have been physically verified by the

management at reasonable intervals and no material discrepancies between the

book records and the physical inventory have been noticed on such

verification.(c) The Company has not disposed off substantial part of the Fixed Assets during

the year.

II. (a) The Inventory has been physically verified during the year and in our opinion, the frequency of verifications is reasonable.

(b) In our opinion, the procedures of the physical verification of inventory followed by the Management are reasonable and adequate in relation of the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and as explained to

us, there was no material discrepancies noticed on such verification of stocks as

compared to book records.

III. (a) The Company has not granted any loans, secured or unsecured to Companies, Firms or other Parties covered in the register maintained U/s.301 of the Companies Act, 1956.

(b) As the Company has not granted any loans, the clause of whether the rate of interest &

other terms and conditions on which loans have been granted to parties listed in the

register maintained under section 301 is prejudicial to the interest of company, is not

applicable.

(c) As no loans are granted by company, the clause of receipt of interest & principal

amount from parties is not applicable to the company.

(d) No loans have been granted to Companies, Firms & other parties listed in the register

U/s.301 of the Companies Act, 1956 , hence overdue amount of more than rupees one lakh

does not arise and the clause is not applicable.


36

(e) The Company has not taken any loans, secured or unsecured from Companies, Firms

or other Parties covered in the register maintained U/s.301 of the Companies Act. 1956.

(f) As the Company has not taken any loans, the clause of whether the rate of interest &

other terms and conditions on which loans have been taken from parties listed in the

register maintained under section 301 is prejudicial to the interest of company, is not

applicable.

(g) As no loans are taken by the company, the clause of repayment of interest & principal

amount to parties is not applicable to the company.

IV. In our opinion and according to the information and explanations given to us, there are

generally adequate internal control systems commensurate with the size of the

company and the nature of its business with regard to purchase of inventory and fixed

assets and for sale of goods and services. There is no continuing failure by the company

to correct any major weaknesses in internal control.

V. (a) In our opinion and according to the information and explanation given to us , since no

contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been

made by the company in respect of any party in the financial year, the entry in the register

U/s.301 of the Companies Act, 1956 does not arise

. (b) According to the information and explanations given to us, as no such contracts or

arrangements made by the company, the applicability of the clause of charging the reasonable price having regard to the prevailing market prices at the relevant time does not arise.

VI. The Company has not accepted any deposits from the public and hence the applicability of

the clause of directives issued by the Reserve Bank of India and provisions of section 58A,

58AA or any other relevant provisions of the Act and the rules framed there under does not

arise.

VII. In our opinion, the company is not having internal audit system, commensurate with its size

and nature of its business.

VIII. In respect of the Company, the Central Government has not prescribed maintenance of cost

records under clause (d) of sub-section (1) of section 209 of the Companies Act,1956


37

IX. a) The Company is regular in depositing statutory dues including Income Tax, and other statutory dues with the appropriate authorities and at the last date of the financial year there were no amounts outstanding which were due for more than 6 months from the date they became payable.

b) According to the information and explanations given to us, no undisputed amounts are

payable in respect of Income Tax, and other statutory dues as at the end of the period.

X. The Company has been registered for a period of not less than 5 years, and the company

has no accumulated losses at the end of the financial year and the company has not

incurred cash losses in this financial year and immediately preceding financial year.

XI. According to information and explanations given to us, the company has not defaulted in

repayment of dues to financial Institutions or Banks.

XII. According to the information and explanations given to us, the Company has not granted

any loans or advances on the basis of security by way of pledge of shares, debentures and

other securities and hence the applicability of the clause regarding maintenance of

adequate documents in respect of loans does not arise.

XIII. This clause is not applicable to this Company as the Company is not covered by the

provisions of special statute applicable to Chit Fund in respect of Nidhi/Mutual Benefit

Fund/Societies.

XIV. According to the information and explanations given to us, the company is not dealing or

trading in shares, securities, Debentures and other investments and hence the provisions

of clause 4(xiv) of the Companies (Auditor's Report) Order 2003, are not applicable to

the Company.

XV. According to the information and explanations given to us, the Company has not given any

guarantee for loans taken by others from Banks or Financial Institutions, and hence the

applicability of this clause regarding terms and conditions which are prejudicial to the

interest of the company .

XVI. According to the information and explanations given to us, the Company has not

obtained any Term Loans during this Financial Year.


38

XVII. According to the information and explanations given to us, no funds are raised by the

company on short-term basis. Hence the clause of short term funds being used for long-

term investment does not arise.

XVIII. According to the information and explanations given to us, the Company has not made any

preferential allotment of Shares to parties and Companies covered in the Register

maintained under section 301 of the Companies Act, 1956 and hence the applicability of

the clause regarding the price at which shares have been issued and whether the same is

prejudicial to the interest of the Company does not arise.

XIX. According to the information and explanations given to us, the company does not have

any debentures and hence the applicability of the clause regarding the creation of

security or charge in respect of debentures issued does not arise.

XX. According to information and explanations given to us, the company has not raised

money by way of public issues during the year, hence the clause regarding the disclosure

by the management on the end use of money raised by public issue is not applicable.

XXI. According to the information and explanations given to us, no fraud on or by the Company

has been noticed or reported during the year under audit. For D.P.AGARWAL & CO., Chartered Accountants

Firm's Registration Number: 0100068W

D.P.AGARWALPartner

Membership Number: 35500Place : HyderabadDate : 30-05-2013


39

BALANCE SHEET AS AT 31ST MARCH, 2013

Particulars Note No As on 31-03-2013 As on 31-03-2012

Rupees Rupees

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 1 837,596,000 837,596,000

(b) Reserves and Surplus 2 732,017,747 731,748,724

(2) Share Application Money Pending Allotment 3 - -

(3) Non-Current Liabilities

(a) Deferred Tax Liabilities (Net) 4 9,771,060 10,006,548

(b) Long Term Borrowings 5 340,009,350 395,906,850

(4) Current Liabilities

(a) Trade Payables 6 242,059,777 352,036,300

(b) Other Current Liabilities 7 86,610 72,661

(c) Short-Term Provisions 8 805,053 1,926,965

Total

2,162,345,596 2,329,294,047

II.Assets

(1) Non-current assets (a) Fixed assets

(i) Tangible & Intangible Assets 9 40,186,932 43,124,671

(b) Non-current investments 10 951,464,547 1,277,298,707

(c) Long term Loans and Advances 11 884,147,870 605,024,470

(2) Current assets

(a) Inventories 12 21,400,859 19,676,359

(b) Trade Receivables 13 261,716,997 381,178,309

(c) Cash and Bank Balances 14 305,542 428,502

(d) Short-Term Loans and Advances 15 3,122,850 2,563,030

Total

2,162,345,596 2,329,294,047

Summary of Significant Accounting Policies - -

The accompanying Notes are an Integral Part of the Financial Statements

AS PER OUR REPORT OF EVEN DATE

For D.P.AGARWAL & CO., For and on behalf of the Board

Firm Regn. No: 0100068W

Chartered Accountants

SD/- SD/- SD/-

D.P.Agarwal Solomon Daniel B Rajaram Arjun Rambade

Proprietor Managing Director Executive Director

M.No. 35500

Place : Hyderabad

Date : 30/05/2013


40

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

Particulars Note No

Year Ending31-03-2013

Year Ending31-03-2012

Rupees Rupees

Revenue from Operations 16 142,944,827 226,409,893

Other Income 17 1,624,940 1,000

Total Revenue

144,569,767 226,410,893

Expenses:

Purchase of Stock-in-Trade 18 136,072,500 216,586,800

Changes in Inventory (Stock-in-Trade) 19 (1,724,500) (5,147,250)

Employee Benefit Expenses 20 1,111,298 1,350,965

Operating, Admin and Selling Expenses 21 4,081,172 5,426,922

Financial Costs 22 36,341 25,442

Depreciation 9 4,582,939 4,473,976

Total Expenses

144,159,750 222,716,855

Profit / (Loss) Before Tax 410,017 3,694,038

Tax Expense:

(1) Current tax

376,481 553,190

(2) Deferred tax

(235,487) (1,800,478)

Profit / (Loss) After Tax 269,023 4,941,327

Earning per equity share: ( Refer Note No. 23) (1) Basic & Diluted EPS Rs.

0.01 0.11

Summary of Significant Accounting Policies

The accompanying Notes are an Integral Part of the Financial Statements

AS PER OUR REPORT OF EVEN DATE

For D.P.AGARWAL & CO., For and on behalf of the Board

Firm Regn. No: 0100068W

Chartered Accountants

SD/- SD/- SD/- D.P.Agarwal Solomon Daniel B Rajaram Arjun Rambade

Proprietor Managing Director Executive Director

M.No. 35500

Place : Hyderabad

Date: 30/05/2013


41

CASH FLOW STATEMENT FOR THE YEAR ENDED 31-03-2013

Year Ended Year Ended

Particulars 31-03-2013 31-03-2012

(Rupees) (Rupees)

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net profit before taxation, and extraordinary items 410,017 3,694,038

Adjustments for:

Finance Cost 36,341 25,442

Depreciation 4,582,939 4,473,976

Operating Profit before Working Capital changes 5,029,297 8,193,456

Trade Receivables 119,461,312 (51,486,533)

Increase/Decrease in Inventories (1,724,500) (5,147,250)

Trade Payables (109,976,523) 71,032,348

Other Current Liabilities 13,949 (1,218,259)

Short Term Provisions (1,498,393) (285,105)

Short Term Loans and Advances (559,820) (1,291,773)

Cash generated from operations 10,745,321 19,796,884

Cash flow before extraordinary items 10,745,321 19,796,884

Extraordinary Items - -

NET CASH FLOW FROM OPERATING ACTIVITIES 10,745,321 19,796,884

B. CASH FLOW FROM INVESTING ACTIVITIES:

Purchase / Sale of Fixed Assets (1,645,200) (4,756,450)

Increase in Investments 325,834,160 (500,259,400)

NET CASH USED IN INVESTING ACTIVITIES 324,188,960 (505,015,850)

C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Equity Shares - 399,040,000

Proceeds from Share Application Money - (322,800,650)

Proceeds from Long Term Borrowings (55,897,500) 312,106,850

Interest Paid (36,341) (25,442)

Increase in Securities Premium & Capital Reserve - 343,174,400

Decrease in Long term Loans and Advances (279,123,400) (245,997,690)

NET CASH FLOW FROM FINANCING ACTIVITIES (335,057,241) 485,497,468

NET INCREASE \ (DECREASE) IN CASH AND CASH EQUIVALENTS (122,960) 278,502

Cash and Cash equivalents ( Opening Balance)

428,502 149,999

Cash and Cash equivalents ( Closing Balance) 305,542 428,502

For and on behalf of the Board

Solomon Daniel B Rajaram Arjun Rambade

Managing Director Executive Director

PLACE : HYDERABAD

DATE : 30/05/2013


42

CERTIFICATE

ToThe Board of DirectorsSecunderabad Healthcare LimitedHyderabad

We have examined the attached Cash Flow Statement of M/s. Secunderabad Healthcare Limited for the year ended 31st March, 2013. The Statement has been prepared by the company in accordance with the requirement of Clause 32 of listing agreement with Stock Exchange and is based on and in agreement with the corresponding Profit & Loss Account and Balance Sheet of the Company covered by our report to the members of the company.

PLACE: HYDERABAD D.P.AgarwalDATE :30/05/2013 Proprietor

Yours faithfully, For D.P. AGARWAL & CO, CHARTERED ACCOUNTANTS


43

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

Note A- Significant Accounting Policies;-

1. Accounting Convention :

a. General

(I) These Accounts are prepared on the historical cost basis and on the accounting

principles of a going concern.

(ii) Accounting policies not specifically referred to otherwise, are consistent and

in consonance with the generally accepted accounting principles prescribed

by the (Accounting Standards) Rules, 2006 issued by the Central

Government.

b. Revenue Recognition

(I) The Company follows the mercantile system of Accounting and recognizes

income and expenditure on accrual basis.

(ii) Revenue is not recognized on the grounds of prudence, until realized in

respect of liquidated damages, delayed payments as recovery of the amounts

are not certain.

c. Use of Estimates

The preparation of the Financial statements is on conformity with the generally

accepted accounting principles which requires the management to make

estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent liabilities on the date of the financial

statements and the results of operations during the reporting periods. Although

these estimates are based upon the management's best knowledge of current

events and actions, actual results could differ from the estimates and revisions, if

any, recognized in the current and future periods.


44

d. Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation. Cost of Acquisition

of fixed assets is inclusive of duties and incidental expenses thereto

.

e. Depreciation and Amortization

Depreciation is provided on Straight line Method on pro- rata basis and at the

rates and manner specified in Schedule XIV of the Companies Act, 1956.

f. Impairment of Assets

The Company assesses at each balance sheet date whether there is any indication

that an asset may be impaired. If any such indication exists, the Company

estimates the recoverable amount of the asset. If such recoverable amount of the

asset or the recoverable amount of the cash generating unit to which the asset

belongs is less than its carrying amount, the carrying amount is reduced to its

recoverable amount and the reduction is treated as an impairment loss and is

recognized in the Profit and Loss Account. If at the balance sheet date there is an

indication that a previously assessed impairment loss no longer exists, the

recoverable amount is reassessed and the asset is reflected at the recoverable

amount subject to a maximum of depreciated historical cost.

1. Investment :

The Quoted and Unquoted Investments are stated at cost i.e. cost of acquisition,

inclusive of the expenses incidental to acquisition, wherever applicable.

2. Inventories :

Inventories are valued at Cost or Market Price, whichever is lower.


45

1. Taxes on Income :

The current charge for income tax is calculated in accordance with the relevant tax

regulations applicable to the company, deferred tax asset and liability is recognized for

future tax consequences attributable to the timing differences that result between the

profit offered for income tax and the profit as per the financial Statements. Deferred tax

asset & liability are measured as per the tax rates/ laws that have been enacted or

substantively enacted by the Balance Sheet date.

2. Earnings per Share :

The Earnings considered in ascertaining the Earnings per Share comprises the Net Profit

after Tax. The number of Shares used in the computation of the Earnings per Share is the

weighted average number of Shares outstanding during the year.

3. Gratuity :

No provision for Gratuity has been made in the accounts as none of the employees of the

Company have completed five years of services as required by the payment of Gratuity Act.

4. Related Party Transactions

Related party disclosures under accounting standard 18 issued by ICAI are not applicable as there is no related party transaction.


46

Notes to Financial Statements for the year ended March 31, 2013

NOTE NO. 1 : SHARE CAPITAL

S.No. Particulars As on 31-03-2013 As on 31-03-2012

Rupees Rupees

I Equity Share Capital

(a) Authorised

( No. of Shares 90000000 - Current Year ) 900,000,000

( No. of Shares 90000000 - Previous Year )

900,000,000

(b) Issued

( No. of Shares 83759600 - Current Year ) 837,596,000 -

( No. of Shares 83759600 - Previous Year ) - 837,596,000

(c) Subscribed & Fully Paid Up

( No. of Shares 83759600 - Current Year ) 837,596,000 -

( No. of Shares 83759600 - Previous Year ) - 837,596,000

(d) Subscribed & not fully paid up

-

(e) Par Value per share Rs. 10/-

Total Equity Share capital 837,596,000 837,596,000

II A Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period:

No.Of Shares

Equity Shares of Rs.10/- Each, Fully paid up

At the Beginning 83,759,600 43,855,600 Issued during the year - Preferential Issue

- 39,904,000 Forfeited / Bought Back during the year

- - At the end

83,759,600 83,759,600

III Details of Shareholder holding more than 5% shares of the company:

% of Share Holding

Equity Shares of Rs. 10/- each Held By

New REEF Education & Information 6500000 0.00

Religare Finvest Ltd 4718671 0.00


47

S. No. Particulars As on 31-03-2013 As on 31-03-2012

Rupees Rupees

I RESERVES AND SURPLUS

a) Securities Premium As at the commencement of the year

706,000,000 362,825,600 Add: Additions during the year

- 343,174,400 Sub Total

706,000,000 706,000,000

b) Surplus :

Opening Balance - Profit and Loss Account 25,748,724 20,807,397

Add: Transfer from Profit & Loss Account 269,023 4,941,327 Sub Total

26,017,747 25,748,724

Total Reserves and Surplus 732,017,747 731,748,724

NOTE NO. 3 : SHARE APPLICATION MONEY PENDING ALLOTMENT


Rupees Rupees

I Share Application Money - -

Total Share Application Money - -

NOTE NO. 4 : DEFERRED TAX LIABILITY ( NET )


Rupees Rupees

I Opening Deferred tax Liability 10,006,548 11,807,026

Add:

Deferred Tax Liability for the year ( Due to SLM and WDV Difference ) (235,487) (1,800,478)

Gross Deferred tax Liability 9,771,060 10,006,548

Deferred Tax Liability/ ( Asset ) - Net 9,771,060 10,006,548


48

NOTE NO. 5 : LONG TERM BORROWINGS


Rupees Rupees

I Long Term Borrowings

i) Un Secured Loans From Others 340,009,350 395,906,850

Total Long Term Borrowings 340,009,350 395,906,850

NOTE NO. 6 : TRADE PAYABLES

S. No. Particulars

As on 31-03-2013 As on 31-03-2012

Rupees Rupees

I a) Trade Payables 242,059,777 352,036,300

Total Trade Payables 242,059,777 352,036,300

NOTE NO. 7 : OTHER CURRENT LIABILITES

S.No. Particulars

As on 31-03-2013 As on 31-03-2012

Rupees Rupees

I a) Other Payables

Vat Payable 7,163 38,966

Other Payable 79,447 33,695

Total Other Current Liabilities 86,610 72,661

NOTE NO. 8 : SHORT TERM PROVISIONS

S.No. Particulars

As on 31-03-2013 As on 31-03-2012

Rupees Rupees

I a) Statutory Provisions

Provision for Income Tax 376,481 1,063,328

b) Other Provisions

Salaries Payable 125,450 636,000

Audit Fee Payable 153,650 103,650

Other Provisions 149,472 123,987

Total Short Term Provisions 805,053 1,926,965


49

NOTE NO. 10 : NON- CURRENT INVESTMENTS


Rupees Rupees

I Non- Current Investments

1) Investment in Equity Instruments

- Quoted 775,312,740 866,399,400

- Unquoted 176,151,807 410,899,307

Total Non - Current Investments 951,464,547 1,277,298,707

NOTE NO. 11 : LONG TERM LOANS AND ADVANCES ( NON CURRENT )


Rupees Rupees

I Advances Recoverable in Cash or in kind

Unsecured, Considered Good 884,147,870 605,024,470

Total Long Term Loans and Advances 884,147,870 605,024,470

NOTE NO. 12 : INVENTORIES


Rupees Rupees

I a) Stock - in - Trade 21,400,859 19,676,359 - Chemicals

Total Inventories 21,400,859 19,676,359

NOTE NO. 13 : TRADE RECEIVABLES

S. No. Particulars

As on 31-03-2013 As on 31-03-2012

Rupees Rupees

I Outstanding for a period exceeding six months from

the date they are due for payment


Other Receivables:


Total Trade Receivables 261,716,997 381,178,309



50


Rupees Rupees

I Cash and Cash Equivalents :

a) Balances with banks :

On Current Accounts 281,591 421,551

b) Cash on Hand 23,951 6,951

Total Cash and Cash Equivalents 305,542 428,502

NOTE NO. 15 : SHORT TERM LOANS AND ADVANCES ( CURRENT )

S. No. Particulars

As on 31-03-2013 As on 31-03-2012

Rupees Rupees

I Advances Recoverable in Cash or in kind


Total Short Term Loans and Advances 3,122,850 2,563,030

NOTE NO. 14 : CASH AND BANK BALANCES


51

NO

TE

NO

9 :

T

AN

GIB

LE

& I

NT

AN

GIB

LE

AS

SE

TS

AS

AT

31-

03-2

013

Sl.

N

o.

Par

ticu

lars

Gro

ss B

lock

D

epre

cia

tio

n/A

mo

rtiz

ati

on

Net

Blo

ck

as

on

3

1.0

3.2

01

3

Net

Blo

ck

as

on

3

1.0

3.2

01

2

As

on

01.0

4.20

12

Ad

dit

ion

s d

uri

ng

the

year

Del

etio

ns

du

rin

g th

e ye

ar

As

on

31.0

3.20

13

Dep

. As

on

01.0

4.20

12

Dep

. F

or

the

yea

r

2

01

2-

20

13

Del

etio

ns

du

rin

g

the

yea

r

To

tal

Dep

reci

ati

on

T

angi

ble

Fix

ed

Ass

ets:

1 P

lan

t &

Mac

hin

ery

16

,577

,984

16

,577

,984

5,10

3,01

9

28

5,1

18

-

5

,38

8,1

37

11,1

89

,84

7

11,4

74

,96

5

2 F

urn

itu

re &

Fix

ture

s

218,

460

218,

460

79

,515

13

,82

9

-

93

,34

4

12

5,1

16

1

38

,94

5

3 P

ollu

acti

on C

oun

trol

E

qu

ipm

ent

11,6

59,8

80

11,6

59,8

80

2,35

3,83

8

55

3,8

44

-

2,9

07

,68

2

8

,75

2,1

98

9,3

06

,04

2

4

Co

mp

ute

rs/

Sof

twa

re&

P

her

iper

als

37,8

45,4

25

1,

645,

200

39

,490

,625

2

0,21

9,61

7

3

,45

3,4

07

-

2

3,6

73

,02

4

15

,81

7,6

01

1

7,6

25

,80

8

In

tan

gib

le F

ixed

A

sset

s:

1

Pat

ents

&

Inte

llec

tual

Pro

per

ty

5,

826,

145

5,82

6,14

5

1,24

7,23

4

27

6,7

42

-

1,5

23

,97

6

4

,30

2,1

69

4,5

78

,91

1

-

-

-

-

-

-

-

-

-

-

TO

TA

L

72,1

27,8

94

1,64

5,20

0

-

73,7

73,0

94

29,0

03,2

23

4,5

82

,93

9

-

3

3,5

86

,16

2

40

,18

6,9

32

43

,12

4,6

71

Pre

viou

s Y

ear

67,3

71,4

44

4,75

6,45

0

-

72,1

27,8

94

24,5

29,2

47

4,4

73

,97

6

-

2

9,0

03

,22

3

43

,12

4,6

71

42

,84

2,1

97


52


NOTE NO. 16 : REVENUE FROM OPERATIONS

S.No. Particulars Year Ended 31-

03-2013 Year Ended 31-

03-2012

Rupees Rupees

I Revenue from operations

(a) Sale of Products (Chemicals)

Domestic Sales 143,019,375 232,286,366

(b) Income from Securities / Investments 6,729,077 3,846,720

149,748,452 236,133,086

Less: Duties and Taxes 6,803,625 9,723,193

Total Revenue from Operations 142,944,827 226,409,893

NOTE NO. 17 : OTHER INCOME



03-2012

Rupees Rupees

I

(a) Dividend Income - 1,000

(b) Profit on Sale of Investments 1,624,940 -

Total Other Income 1,624,940 1,000

NOTE NO. 18 : PURCHASE OF STOCK IN TRADE



03-2012

Rupees Rupees

I Purchases-Chemicals

136,072,500 216,586,800

Total Trade Purchases 136,072,500 216,586,800

NOTE NO. 19 : CHANGE IN INVENTORIES



03-2012

Rupees Rupees

I Finished Goods

Finished goods at the beginning of the year 19,676,359 14,529,109

Less : Finished goods at the end of the year 21,400,859 19,676,359

(Increase) / Decrease in Inventories (1,724,500) (5,147,250)


53

NOTE NO. 20 : EMPLOYEE BENEFIT EXPENSES

S.No. Particulars Year Ended 31-03-2013

Year Ended 31-03-2012

Rupees Rupees

I (a) Salaries & Wages 515,420 745,120

(b) Managerial Remuneration 540,000 540,000

(c) Staff Welfare 55,878 65,845

Total Employee Benefit Expenses 1,111,298 1,350,965

NOTE NO. 21 : OPERATING, ADMINSTRATIVE AND SELLING EXPENSES



Rupees Rupees

I (a) Telephone, Postage and Others 155,521 164,850

(b) Business Promotion Expenses 239,183 260,235

(c) Travelling and Conveyance 285,450 312,345

(d) Office Maintenance 852,499 1,068,384

(e) Printing & Stationery Expenses 325,415 425,892

(f) Professional Consultancy fee 206,750 228,400

(g) Rent 81,150 318,150

(h) Rates & Taxes (excluding Income Tax) 414,347 385,133

(i) Payment to Auditors:

(i) As Auditor 50,000 50,000

(j) Other Expenses 550,322 815,401

(k) Selling Expenses 845,120 1,215,478

(l) Freight 75,415 182,654

Total Administrative and Selling Expenses 4,081,172 5,426,922

NOTE NO. 22 : FINANCE COST



Rupees Rupees

I (a) Interest Expenses

- Loan processing Charges & Bank Charges 36,341 25,442

Total Finance Cost 36,341 25,442


54

Note B- Notes to Accounts

1. Payment to Auditors:

Year Ended Year Ended 31.03.2013 31.03.2012Audit Fees Rs. 50,000/- Rs. 50000/-

2. In the opinion of the management, the Current Assets, Loans & Advances are approximately of the value stated, if realized in the ordinary course of business. The provisions for all known liabilities are ascertained.

3. Balance of Creditors and Loans & Advances and balances of Bank current account are subject to confirmation.

4. The Company did not have any transactions with small scale industrial (SSI) undertaking during the year ended March 31st, 2013 and hence there are no amounts due to such undertaking. Further the identification of SSI undertaking is based on the management’s knowledge of their status.

5. In accordance with the Accounting Standard 22 (AS 22) issued by the Institute of Chartered Accountants of India, the Company has accounted for deferred income tax during the year. The deferred Income Tax provision during the year amounts to Rs. (235487) as compared to Rs. (1800478) for the previous year.

6. CIF Value of Imports NIL

7. Expenditures in Foreign Currencies NIL

8. Remittance in Foreign Currency NIL

9. Earning in foreign Currency NIL

10. Additional information pursuant to paragraph 3 of the part II of the Schedule VI to the Companies Act, 1956 is not applicable to the Company.


55

Particulars For the year For the year 2012-13 2011-12a. Net profit / (loss) for the year from continuing operations 3,694,038 3,694,038

b. Total Number of Equity Shares 83,759,600 83,759,600

c. Weighted Average Number of Equity Shares 83,759,600 43,964,627

d. Par value per share Rs.10/- Rs.10/-

e. Earnings per Share (Basic) (a/b) 0.01 0.04

f. Earnings per Share (Diluted) (a/c) 0.01 0.08

12. The figures have been rounded off to nearest rupee

For D.P. AGARWAL & CO.Chartered AccountantsFRNo: 0100068W For & On Behalf of the Board of Directors

(D.P. Agarwal) SD/- SD/-Proprietor Solomon Daniel B Rajaram Arjun RambadeM. No. : 35500 Managing Director Executive Director

Date : 30-05-2013Place : Hyderabad

11. The implementation of Accounting Standard (AS-20) “Earning per Share” issued by the Institute of Chartered Accountants of India.

SECUNDERABAD HEALTHCARE LIMITED(Regd Office: S 1 – Vimal, Road No. 5, Jubilee Hills, Hyderabad 500033.)

PROXY FORM

I/We………………………………………………………………………………………...… of……………………………….. being a member/members of the above named Company hereby appoint…………………………………….. of ………... or failing him/her ………………………….of..……………………as my/our proxy to vote for me/us on my/our behalf at the 22nd Annual General Meeting of the Company to be held on Monday, the 30th September, 2013 at 2.00 P.M at Siddhartha Nagar Welfare Association, 8-3-169/163, Siddhartha Nagar, Hyderabad-500 038 and at any adjournment thereof.

Signed this……………………… day of ___________ 2013

NOTES:

A Member entitled to attend and vote at the meeting is entitled to appoint a proxy and vote instead of himself. Proxy need not be a member. The proxy form duly completed should be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for holding the meeting.

…………………………...........cut here........................................................................

ATTENDANCE SLIP(Please present this slip at the entrance of the meeting venue)

Regd. Folio ……………. Shares held………………..I hereby record my presence at the 22nd Annual General Meeting of the Company to be held on Monday, the 30th September, 2013 at 2.00 P.M at Siddhartha Nagar Welfare Association, 8-3-169/163, Siddhartha Nagar, Hyderabad-500 038.

Name of the Shareholder :

Name of the Proxy :

Signature of member/proxy :Note: 1) To be signed at the time of handing over this slip.

Members are requested to register their names at least 15 minutes prior to the commencement of themeeting.


56