HSCC (INDIA) LIMITED ANNUAL REPORT 2005-2006 DIRECTORS' REPORT To, The Shareholders, HSCC (India) Limited Ladies & Gentlemen, Your Directors have pleasure to present to you the 23rd Annual Report on the activities of HSCC together with the audited Statement of accounts and the report of the Auditors thereon, for the year ended 31st March, 2006. Financial Highlights: The main highlights of the financial performance of the Company for 2005-06 are summarised below: (Rs. in Lakhs) 2005-06 2004-05 Gross Income 2630.32 1640.54 Gross Expenditure 1088.35 900.01 Contribution to Staff 26.80 25.00 Welfare/Medical Trust Gross Margin 1515.17 715.53 Depreciation 41.63 39.98 Profit Before Tax 1473.54 675.55 Provision for Current Tax/ 512.01 258.02 Deferred Tax/Tax Refund/Adjustments for earlier years Profit After Tax 961.53 417.53 Dividend 216.02 88.01 Tax on Dividend 30.30 12.88 Net Worth 4713.56 3998.34 CAPITAL STRUCTURE: During the year 2005-06, Authorised Share Capital remained at Rs.2,00,00,000/- and Paid up Share Capital remained at Rs.1,60,01,200/- at the end of the financial year, which includes Rs.1,20,00,900/- as Bonus Share. DIVIDEND: For the financial year 2005-06, the Board of Directors recommend a dividend of 135% of the Paid-up Share capital of the company amounting to Rs.216.02 Lakhs which is more than 20% of post tax profit in line with the guidelines issued by Department of Expenditure, Ministry of Finance. This is the Twenty first consecutive year in which the company has declared dividend and with this the cummulative dividend till 2005-06 will stand at Rs.1320.46 Lakhs against paidup capital of Rs.160.012 Lakhs. APPROPRIATION TO GENERAL RESERVE: After making provisions for dividend the Board of Directors recommend transfer of Rs.200 Lakhs (Previous year Rs.100 Lakhs) out of the Net Profit appearing in the Profit & Loss Account to the General Reserve, leaving a surplus of Rs.3188.36 Lakhs including Rs.2673.14 Lakhs upto previous year. Cummulative Reserve & Surplus as on 31.3.06 stands at Rs.4553.54 Lakhs (Previous year Rs.3838.32 Lakhs). PERFORMANCE HIGHLIGHTS: During the year 2005-06 HSCC was awarded the work of rendering Consultancy Services for Design & Engineering, Project Management and procurement of Medical Equipments, Drugs & Pharmaceuticals etc. for quite a few prestigious projects. During the year HSCC has executed number of Consultancy projects. A list of major projects where HSCC is presently rendering its Consultancy Services in the areas of Architectural Planning, Design & Engineering, Project Management, Procurement & Information Technology is placed at Annexure-I. MEMORANDUM OF UNDERSTANDING: The Company has been signing MOU with Ministry of Health & Family Welfare over the last 10 years. The Company expects to be rated "Very Good" based on the results for the year 2005-2006. AWARDS: The company has been accredited as ISO-9001: 1994 Company in August, 2000 and upgraded to ISO-9001:2000 in December, 2003. For the year 1999-00, 2000-01 & 2001-02, the company has been bestowd with `Enterprise Excellence Award' by the Indian Institution of Industrial Engineering. Institute of Economic Studies has conferred `Udyog Rattan Award' and "Gold Medal" to HSCC for its outstanding performance in Productivity, Quality Management and Innovation in the year 2002-03. HSCC has been rated among BEST 5 Mini Ratnas Companies - by CRISIL-India Today survey in their March, 05 publication. Institute of Economic Studies has conferred "Bharatiya Shiromani Puraskar" and "Gold Medal" to HSCC for its performance and contribution to development of North East in June, 2005. The company has been bestowed with the `SILVER TROPHY' by SCOPE for Excellence and Outstanding contribution to Public Sector Management Smaller Public Ent.Category for the year 2003-04 in January 2006. Delhi Telugu Academy has conferred Excellence award for the valuable contribution in the field of Public Sector to HSCC in March, 2006. The Indian Institution of Industrial Engineering has awarded "Performance Excellence Award" to HSCC for the excellent efforts put in by HSCC in May, 2006. BUSINESS DEVELOPMENT: In order to develop into atop class Consultancy Organisation, thrust is on diversifying and expanding the field of operation and also the client base. Company as a strategy has decided to explore business opportunities in SAARC group of Countries as well as CIS group of countries. Efforts are also onto tap the prospects in the Corporate Sector where large investments are expected in the near future. EXPENDITURE IN FOREIGN CURRENCY ON: 2005-06 2004-05 (Rs. in Lakhs) (Rs. in Lakhs) i) Travelling 1.62 3.09 ii) Training, Seminar 0.52 - and Others iii) Import of Capital goods on C.I.F (on behalf of clients) 2177.47 1869.06 EARNING IN FOREIGN CURRENCY: NIL NIL INFORMATION REGARDING FOREIGN TOURS & EXPENDITURE THEREON: 2005-06 2004-05 Number of Tours 8 14 Expenditure 2.97 7.55 (Rs.in Lakhs) HUMAN RESOURCE DEVELOPMENT: SCC has identified Human Resource Development as one of the key areas for facilitating achievement of the company goals. Ample opportunities are provided to employees at all levels to enhance their knowledge and skills. Apart from in-house training programmes, employees are sponsored for external programmes of reputed management institutes apart from various workshops, seminars and conferences. Further, to help employees gain exposure to international management practices and strategies, overseas training is also provided. The company believes that such HR initiatives help not only in the growth of the individual but also of the company as well. INDUSTRIAL RELATIONS: The Industrial Relations scene in the company continued to be cordial and harmonious. Employees are encouraged to provide innovative suggestions for continued betterment of the company. WELFARE ACTIVITIES: HSCC being a consultancy organisation, its strength lies in its manpower. It is therefore of paramount importance that they remain motivated and dedicated. The company provides various social benefits to the employees. The company continues to organise sports meets, get-togethers, picnics, annual day etc. PROMOTION OF HINDI: The usage of Hindi is being progressively increased in the company in accordance with the Official Language Policy of the Government. The company's quarterly in-house magazine now contains a number of contributions in Hindi from the employees. Hindi Fortnight was also held in the office during which various competitions were organized. Besides, the company is also a member of the Town Rajbhasha Implementation Committee, Noida under the Ministry of Home affairs, Government of India and is also represented at various competitions, meeting, seminars etc. VIGILANCE: HSCC being a small Consultancy Organization, there is no separate Vigilance Unit in the Company. Shri Sanjiv Sood, Executive Director has acted as part time CVO till 17.07.06 and since then Shri A.K.Aggarwal, Chief General Manager (F&A) assume charge as part-time CVO. Normal vigilance activities and inspections are being carried out at Corporate office and Project sites as a preventive measure and the instructions received from the Central Vigilance Commission from time to time are being adhered to strictly. SOCIAL RESPONSIBILITY: The social advancement of the Scheduled Castes and Scheduled Tribes has been one of the major policy approaches of the Government since Independence. HSCC on its part is continuing in its endeavour towards implementation of the government policies with respect to Welfare and upliftment of SC/ST/OBC's & handicapped personnel. HSCC has contributed Rs. 4.47 Lakhs and employees of HSCC has contributed Rs.0.53 Lakhs to Prime Minister's Relief Fund for J&K Victims. STAFF STRENGTH: As on 31st March, 2006 the Company had 133 Employees on its rolls and 44 employees on Project duration basis, out of which 44 employees belong to SC/ST/OBC Category and 2 employee belongs to Physically Handicapped category. 18 employees joined during the year on rolls and 31 employees joined on project duration basis. 10 Employees on rolls left and 14 project duration employees were relieved during the year. PARTICULARS OF EMPLOYEES: Information as required under Section 217 (2A) of Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1957 regarding particulars of employees drawing Rs.2,00,000/- p.m. or Rs.24,00,000/- p.a. and above is NIL. CORPORATE GOVERNANCE: Towards good Corporate governance practices, emphasis is being laid in the Company on facets of observing transparency, accountability and propel disclosure. Efforts to reduce levels of reporting and simplification of procedures are being made. Though the guidelines issued by SEBI on Corporate Governance are not applicable to Company (paid up Capital of the Company being less than Rs.5.00 Crores), but efforts have been made to disclose the details to the extent possible and are placed at Annexure-II. BOARD OF DIRECTORS: Director joined to hold office during the financial year: Dr. S. N. Pal From 21.11.2005 (FN) Director (Engineering) onwards Director nominated to hold office after the financial year: Shri Raghubir Singh From 23.06.2006 (FN) Part-time Director (Official) onwards Shri K. Raamamoorthy, From 23.06.2006 (FN) Part-time Director (Official) onwards Director who ceased to hold office after the financial year is asunder: Shri Sanjiv Misra From 21.07.2004 (FN) Part-time Director (Official) To 23.06.2006 (FN) Shri Ashwini Kumar From 06.11.2000 (FN) Part-time Director (Official) To 23.06.2006 (FN) The Board places on record its appreciation for the valuable contribution made by Shri Sanjiv Misra and Shri Ashwini Kumar during their tenure as a director on the Board of HSCC. The following Directors are holding offices as on the date of the Report. 1. Shri A. Kumar From 03.06.1998 (AN) Chairman-cum-Managing Director onwards 2. Shri Raghubir Singh From 23.06.2006 (FN) Part-time Director (Official) onwards 3. Shri K. Raamamoorthy From 23.06.2006 (FN) Part-time Director (Official) onwards 4. Prof. P. K. Dave From 12.11.2003 (FN) Part-time Director (Non-official) onwards 5. Dr. S. N. Pal From 21.11.2005 (FN) Director (Engineering) onwards Statement pursuant to Section 217(2AA) of the Companies Act, 1956. The Directors confirm that: i) In preparation of the Annual Accounts, the applicable Accounting Standard have been followed. ii) The Accounting Policies adopted by the Company are consistently followed that are reasonable and prudent to give true and fair view of the State of Affairs of the Company at the end of financial year and of the Profit or Loss of the Company for that period. iii) Proper & Sufficient Care has been taken for maintenance of 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) The Annual Accounts have been prepared on a going concern basis. COMPLIANCE CERTIFICATE: With reference to the Companies (Compliance Certificate) Rules, 2001 a Compliance Certificate issued by M/s.D.Verma & Associates, Company Secretaries in whole-time practice for the financial year ended on 31.3.2006 is enclosed at Annexure-III as addendum to Directors Report. AUDITORS: INTERNAL AUDITORS: M/s Budhraja Adlakha & Company, Chartered Accountants were appointed as Company's Internal Auditors for the Financial Year 2005-06. STATUTORY AUDITORS: M/s N.D. Kapur & Company, Chartered Accountants has been appointed by office of Comptroller & Auditor General of India as Statutory Auditors of HSCC for the Financial year 2005-06. The remuneration fixed by the Company for them for the financial year 2005-06 is Rs.2,00,000/- (Rupees Two Lakh only) plus Service Tax as applicable. Management's replies to Statutory Auditor's observations are at Annexure- IV, as addendum to Directors' Report. The Comments of CAG are at Annexure-V, as addendum to Directors' Report. The Board of Directors place on record their sincere thanks for the valuable service rendered by Auditors. ACKNOWLEDGMENT: We take this opportunity to acknowledge the continued assistance, cooperation, active support and guidance received from Ministry of Health and Family Welfare, Ministry of External Affairs and other Ministries, Govt. Departments & Bankers of HSCC. We are also thankful to our esteemed clients for reposing their confidence in the capability and professional competence of the Company. The Board is happy to put on record its appreciation for the dedication, hard work and unremitting devotion to the duty shown by the Company's employees at all levels in providing wide ranging services. For and on behalf of the Board of Directors Place : New Delhi (A. KUMAR) Dated : 22.08.2006 Chairman-cum-Managing Director Summary of on going manor Projects where HSCC is presently rendering Consultancy Services. A. ARCHITECTURAL PLANNING, DESIGN ENGINEERING & PROJECT MANAGEMENT: * 500 bedded Super Speciality Hospital & Housing Complex alongwith Post Graduate Institute for North Eastern Indira Gandhi Regional Institute of Health & Medical Sciences at Shillong, Meghalaya. Estimated Cost - Rs. 200 crores. * Food & Drugs Laboratory Project. Estimated Cost - Rs. 63 Crores. * 200 bedded Emergency and Trauma Centre for Bir Hospital, Kathmandu, Nepal. Estimated Cost - Rs. 50 Crores. * Construction of Trauma Centre for AlIMS, New Delhi. Estimated Cost - Rs. 50 Crores. * Vardhman Mahavir Medical College, (VMMC Hospital), Safdarjung. Estimated Cost - Rs. 48 Crores. * Post Graduate Institute of Medical Education & Research at Dr.Ram Manohar Lohia, New Delhi. Estimated Cost - Rs. 45 Crores. * Post Graduate Institute of Medical Sciences, Rohtak. Estimated Cost - Rs. 43 Crores. * People's Group, Bhopal. Estimated Cost - Rs.30 Crores. * Dental College for Al IMS, New Delhi. Estimated Cost - Rs. 24 Crores. * BSC-4 Lab for MCC, ICMR, Pune. Estimated Cost - Rs. 20 Crores. * Upgradation of Nursing Colleges: - Rai Kumari Amrit Kaur Estimated Cost - Rs.18.26 Crores. - Ram Manohar Lohia Estimated Cost - Rs. 2.79 Crores. - Lady Harding Medical College Estimated Cost - Rs. 2.79 Crore. * Boundary Walls for 6 Al I MS like Institution. Estimated Cost - Rs.15 Crores. * Construction of Vaccines Manufacturing facility for Pasteur Institute of India-Conoor. Estimated Cost - Rs.15 Crores. * National Institute of Unani Medicine, Bang lore Phase II and additional work. Estimated Cost - Rs.10.80 Crores. * Lab &Animal House-Regional Medical Research Centre, Dibrugarh. Estimated Cost- Rs.10 Crores. * Indian Institute of Chemical Biology, IICB, Kolkatta. Estimated Cost - Rs.10 Crores. * Construction of Gopabandhu Medical College, Cuttak, Orissa. Estimated Cost - Rs.8 Crores. * R. B. M. Hospital Complex, Bharatpur. Estimated Cost - Rs.10 Crores. * CSIH Memorial Hospital, Mysore. Estimated Cost - Rs.7 Crores. * Cantonment General Hospital at Delhi. Estimated Cost -Rs.6.34 Crores. * Railway Hospital, New Delhi. Estimated Cost - Rs.6 Crores. * Construction of staff quarters, O.T., Electrical Sub-stations, Corridors, External Development works for Lala Ram Sarup Institute of Tuberculosis, New Delhi. Estimated Cost - Rs. 4.75 Crores. * Indian Institute of Petroleum, Dehradun. Estimated Cost - Rs.4.75 Crores. * Central Council for Research in Homeopathy- NOIDA. Estimated Cost - Rs. 4.65 Crores. * Upgradation of Animal House for NIGH, ICMR, Ahmedabad. Estimated Cost- Rs. 4.5 Crores. * Animal House facility for RRL, Jammu. Estimated Cost- Rs. 3 Crores. * Cost of BSL-3 Lab for NRCE, Hissar, Ministry of Agriculture. Estimated Cost- Rs.2.5 Crores. * ICMR, NARI - Bhosari, Pune. Estimated Cost- Rs. 2 Crores. * Medical Cases Manifold System for CIDER, AIIMS. Estimated Cost- Rs. 2 Crores. * Construction of BSL- 3 Lab & NDR TB Wards for LRSI. Estimated Cost- Rs. 2 Crores. * Construction of Library building for National Institute of Biologicals, NOIDA. Estimated Cost- Rs.1.60 Crores. PROCUREMENT: * Procurement of Medical Equipment for NEIGRIHMS, Shillong. Estimated Cost- Rs.131 Crores. * Cold Chain equipment, Medical Safety Equipment and Vaccine Vans for Immunisation Strengthening project under RCH Programme Phase-I. Estimated Cost- Rs.118 Crores. * Equipment & Goods for Food & Drugs Capacity Building Project. Estimated Cost- Rs. 72 Crores. * Drugs and Equipments for Central Govt. Health Scheme. Estimated Cost- Rs. 45 Crores. * Drugs & Pharmaceuticals & Medical Equipment for U. P. Health System Development. Estimated Cost- Rs. 30 Crores. * Drugs & Pharmaceuticals & Medical Equipments etc. for Rajasthan Health System Development Project. Estimated Cost- Rs. 30 Crores. * Drugs & Equipments for Integrated Diseases Surveillance Project Year-I. Estimated Cost- Rs. 22 Crores. * Drugs for National Aids Control Organisation. Estimated Cost- Rs. 72 Crores. * Prefabricated self contained container based Mobile Hospital Unit for MOH&FW. Estimated Cost- Rs.19 Crores. * Procurement of Medicine, Medical Equipments under MEA Programme. Estimated Cost- Rs.15 Crore. * Equipments for R. P. Medical College, Tanda. Estimated Cost- Rs.12 Crores. * Equipments for NICD, Delhi. Estimated Cost Rs.11 Crores * Equipments for J & K. Estimated Cost- Rs. 4.25 Crores. * Procurement of Medical Equipments-Cantonment General Hospital, Delhi. Estimated Cost - Rs.1.80 Crores. * Laboratory Equipment for ISM Pharmacy and Labs. Estimated Cost - Rs.1.25 Crores. INFORMATION & TECHNOLOGY: Consulting Services for Development and implementation of software solution and services for MOH&FW Integrated Diseases Surveillance Project. Estimated Cost- Rs.40.00 Crores. Computerisation & Networking of State Drug Control Offices and the Central Drugs Standard Control Organisation of M. O. H. & F. W. Estimated Cost- Rs.5 Crores. STUDIES & TRAINING: * Report for setting up of Six AI IMS like Apex Health-care Institutes. * Technical Assistance for Selection, Operationalisation & Certification of First Referral Units in State of U.P. * Report for Expansion & Improvement of Mahavir Valmiki infectivous Diseases Hospital, New Delhi. * Report for Setting up of a Medical College, 300 beded General Hospital and 200 beded multi Speciality Hospital at Karaikal in the State of Pondicherry. * Report for Setting up a Hospital for Delhi Police. * Feasibility study for HEC Hospital-Heavy Engineering Corporation,Ranchi. * Preparation of premilinary report for development of Healthcare city at the proposed International Airport Complexat Nagpur - Maharastra Airport Development Limited, Mumbai. * DPR for setting up of Speciality district hospital, sub divisional hospital and other related infrastructure in the state of Jharkhand. * Technical Assistance for operationalisation & Certification of First Referral Units in State of Bihar. * DPR for 100 Beded Chest speciality Holistic Centre, Bhowali. * DPR for setting up an Ayurvedic Hospital at New Delhi. * Assessment Study Report for Hindustan Copper Ltd. Hospital at Kolkatta. * Consultancy Services as General Consultancy of Institute of Liver & Binary System, New Delhi. * DPR for Zonal Super Speciality Hospital for ESIC, New Delhi. Annexure III Compliance Certificate: FORM (SEE RULE 3) To, The Members, HSCC(India)Limited (Government Undertaking) Company No. : 55-015459 Authorised Capital : Rs.200 Lacs Paid up Capital : Rs.1,60,01,200/- We have examined the registers, records, books and papers of M/s. HSCC (India) Limited as required to be maintained under the Companies Act, 1956, and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended as on 31st March, 2006. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year: 1. As per information & explanations provided to us the Company has kept and maintained the registers as stated below, as per the provisions and the rules made thereunder and all entries therein have been duly recorded. Registers as maintained by the Company: Sr. Registers as maintained by the U/s Remarks No. Company 1. Register of Members 150 Upto Date 2. Registers and Returns 163 Upto date 3. Minutes Book of Meetings 193 Upto date 4. Books of Accounts 209 Upto date 5. Register of Transfers 108 Upto date 6. Register of Share Application Money & Share Allotment 150 Upto date 7. Register of Particulars of Contracts in which Directors are Interested 301 Upto date 8. Register of Directors, Managing Directors, Managers and Secretary 303 Upto date 9. Register of Directors' Shareholdings 307 Upto date 10. Directors Attendance Register 193 Upto date 11. Fixed Assets Register 209 Upto date 12. Dividend Register 205 Upto date 2. As per information & explanations provided to us the Company has filed the forms and returns as stated below, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities prescribed under the Act and the rules made there under during the financial year ending on 31st March, 2006. Forms/Returns filed by the Company during the Financial Year: Sr. Form No. Authority Filed Remarks No. with whom u/s forms & returns filed 1. Annual Return ROC 159 Annual General Meeting : 29.09.2005 Filing date : 24.10.2005 Receipt No. : 359059 2. Balance Sheet ROC 220 Financial Year : 31.03.2005 Filing date : 24.10.2005 Receipt No. : 359059 3. Compliance Certificate ROC 383A Annual General Meeting : 29.09.2005 Filing date : 24.10.2005 Receipt No. : 359059 4. Form 32 ROC 303(2) Date of Change : 21.11.2005 Filing date : 16.12.2005 Receipt No. : 371266 Appointment of Dr.S.N.Pal as Director (Engg.) w.e.f. 21.11.2005 vide letter No. L-20026/13/03 Coord./NE of MOHFIN dated 21.11.2005. 3. The Company being A Government of India Undertaking has paid-up capital of Rs.1,60,01,200/-and its number of members as on 31st March 2006 as per information & explanations provided to us was NINE. The detail of shareholders is given below: Sr. Particulars of No. of Distinctive Share Ledger No. Shareholders Shares Certificate Folio No. 1. The President of India 5994 1-5994 000003 2/1 The President of India 10000 6001-16000 000010 2/1 The President of India 24000 16001-40000 000011 2/1 The President of India 1 40002 000013 2/1 The President of India 17982 40004-57985 000015 2/1 The President of India 30000 57986-87985 000016 2/1 The President of India 72000 87986-159985 000017 2/1 The President of India 3 159986-159988 000018 2/1 2. Sh. K. Ramamoorthy Joint Secy (M OH & FW) 1 5995 000004 2/111 Sh. K. Ramamoorthy Joint Secy (MOH& FW) 3 159989-159991 000019 2/111 3. Dr. S. P. Aggarwal (DGHS) 1 5996 000007 18/11 Dr. S. P. Aggarwal (DGHS) 3 159992-159994 000020 18/11 4. Mrs. Bhavani Thyagrajan (J.S.-(H) 1 5997 000006 24/11 Mrs. Bhavani Thyagrajan (J.S.-(H) 3 159995-159997 000021 24/11 5. Sh. Rajesh Bhushan, Director 1 5998 000009 29/11 Sh. Rajesh Bhushan, Director 3 159998-160000 000022 29/11 6. Sh. Anurag Goel (Add]. Secretary & FA) 1 5999 000005 32/11 Sh. Anurag Goel (Addl. Secretary & FA) 3 160001-160003 000023 32/11 7. Dr. N. K. Ganguly (DG-ICMR) 1 6000 000008 22/11 Dr. N. K. Ganguly (DG-ICMR) 3 160004-160006 000024 22/11 8. Sh. Ashok Kumar (CMD-HSCC) 1 40001 000012 25/11 Sh. Ashok Kumar (CMD-HSCC) 3 160007-160009 000025 25/11 9. Sh. Bhanu Pratap Sharma, JS Dept of Health 1 40003 000014 33/11 Sh, Bhanu Pratap Sharma, JS Dept of Health 3 160010-160012 000026 33/11 4. As per information & explanations provided to us the Board of Directors duly met FOUR times on the date mentioned below in the table, in respect of those meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose. Dates of Meetings of Board of Directors: Meeting Dates on Date of Remarks No. which Notice Meeting held 95th 27.06.2005 17.06.2005 Meeting held at the Office of ASFA, R.No. 244, A Wing MOHFW, Nirman Bhawan, New Delhi, proper notices given & proceedings were properly recorded. 96th 10.08.2005 01.08.2005 Meeting held at F-6(A), Sector-1, Noida, proper notices given & proceedings were properly recorded. 97th 29.11.2005 16.11.2005 Meeting held at the Office of ASFA, R.No. 244, A Wing MOHFW, Nirman Bhawan, New Delhi, proper notices given & proceedings were properly recorded 98th 22.03.2006 06.03.2006 Meeting held at the Office of ASFA, R.No. 244, A Wing MOHFW, Nirman Bhawan, New Delhi, proper notices given & proceedings were properly recorded. 5. The Company was not required to close its Register of Members during the financial year. 6. As per information & explanations provided to us the Annual General Meeting for the financial year ended on 31.03.2005 was held on 29.09.2005 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in the Minutes Books maintained for the purpose. 7. As per information & explanations provided to us No Extraordinary General Meeting was held on during the financial year ending 31st March 2006. 8. The company being a Government of India Undertaking, all loans and advances given to directors are as per the guidelines specifically laid down by the Government. 9. As per information & explanations provided to us the company has not entered into any contract falling within the purview of Section 297 of the Act. 10. As per information & explanations provided to us the Company has made necessary entries in the register maintained under section 301 of the Act. 11. As per information & explanations provided to us there are no instances falling within the purview of Section 314 of the Act. 12. As per information & explanations provided to us the Company has not issued any duplicate share certificates during the financial year. 13. As per information & explanations provided to us: (i) There was no Allotment of shares during the Financial Year. The Company has delivered all the certificates on allotment of securities and on lodgment thereof for the transfer/transmission or any other purpose in accordance with the provisions of the Act. The details of shares transferred during the year are given below: Sr. Transferor Transferee No. of A B Remarks No. Shares 1. Smt.P.Jyoti Sh. K. 1 5995 000004 Transferred according Rao Addl. Ramamoorthy to Article 1-1.01 of Secretary (Jt. Secretary- the Articles of (Health) MOHFW) Association of the Company and vide Ministry's D.O. 2. Smt.P.Jyoti Sh.K. Letter No. L Rao Addl. Ramarnoorthy 3 159989- 000019 20026/34./2000 Coordn. Secretary (Jt.Secretary- 159991 (NE) Dated 22.09.2005 (Health) MOHFW) A = Distinctive Nos. B = Certificate No. (ii) The Company has declared and paid the following amount of dividend during the financial year: Sr. Particu- Amount of Date of Date of Ramarks No. lars Dividend Declaration Payment of Declared of Dividend Dividend - 1. Dividend 8800660 29.09.2005 26.10.2005 Dividend approved in (AGM) the 22nd AGM on 29.09.2005 2. Proposed 21601620 21.08.2006 - Dividend proposed for Dividend (BOD) the Financial Year AGM 2006 ending 31.03.2006 for approval by members at the ensuing 23rd AGM The Company is Wholly owned by Government of India and is maintaining a separate Bank Account since 27.09.2001 for payment of dividend and the Company was not required to post warrants to any member of the company as dividend was credited to Government of India account. (iii) There are no amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years; (iv) The Company has duly complied with the requirements of section 217 of the Act. 14. The Board of Directors of the company is duly constituted and the appointments of directors have been duly made; none of the directors of the company are eligible to retire by rotation. There was an appointment of Dr. S.N.Pal on 21.11.2005 vide Letter No. L.20026/13/2003-Coordn./NE of MOHFW. Detail of Board of Directors - As on 31.03.2006: Sr. Name of the Date of Authority Under Ramarks: Nominated No. Director Appointment/ by whom Section vide Letter: Resignation appointed 1. Mr.Ashok Kumar, 03.06.1998 Government 617 CMD-L-20026/9/97-F(Pt) CMD of India L-20026/26/2002-Coordn. 2. Dr. S. N. Pal 21.11,2005 Government 617 L.20026/13/2003 of India Coordn./NE 3. Mr. P. K. Dave 29.11.2003 Government 617 L-20026/25/2000-IC of India Coordn 4. Mr.Ashwini Kumar 21.07.2004 Government 617 L-22026/39/2000 of India Coordn/NE 5. Mr.Sanjiv 21.07.2004 Government 617 L-22026/39/2000 Mishra of India Coordn/NE 15. The Company has not appointed any Managing Director/Whole time Director/Manager during the Financial Year. 16. As per information & explanations provided to us the Company has not appointed any sole-selling agents during the financial year. 17. As per information & explanations provided to us the Company has obtained the requisite approval from the Central Government or such other authorities prescribed under the various provisions of the Companies Act during the financial year. 18. As per information & explanations provided to us all the directors have been nominated by the Government of India and general disclosure of interest has been obtained. 19. As per information & explanations provided to us the company has not issued any Shares during the financial year. 20. As per information & explanations provided to us the company has not bought back any shares during the financial year. 21. As per information & explanations provided to us the company does not have preference shares or debentures. 22. As per information & explanations provided to us there was no transaction necessitating the company to keep in abeyance rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. As per information & explanations provided to us the company has not invited/accepted any deposits including any unsecured loans falling with in the purview of Section 58A during the financial year. 24. The Company has not made any borrowing during the financial year ended 31st March, 2006. 25. As per information & explanations provided to us the company has not made loans or advances or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose. 26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company's registered office from one state to another during the year under scrutiny. 27. The Company has not altered the provisions of the Memorandum with respect to the object of the Company during the year under scrutiny. 28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny. 29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny. 30. The company has not altered the provisions of its Articles of Association during the year under scrutiny. 31. As per information & explanations provided to us there was no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year, for the offences under the Act. 32. As per information & explanations provided to us the Company has not received any money as security from its employees during the financial year. 33. As per information & explanations provided to us the company has deducted contribution towards Provident Fund and has deposited both employee's and employer's contribution with the prescribed authorities pursuant to Section 418 of the Companies Act, 1956. Place : New Delhi Signature : Date : 22.08.2006 Name of the Company Secretary : Sabina Dinesh Verma C.P. No. : 3949 For D. Verma & Associates Company Secretaries