Mantas India Private Limited. Directors Report

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1 Mantas India Private Limited Directors Report Dear Members, Your Directors take pleasure in bringing you the Annual Report of your Company along with the Audited Accounts for the financial year from April 01, 2010 to March 31, Financial Results Rupees Particulars Year ended March 31, 2011 Year ended March 31, 2010 Earnings before Depreciation & Interest (5,27,589) (519,916) Less: Depreciation & Interest - - Profit after depreciation & interest (5,27,589) (519,916) Less: Provision for tax - - Profit after tax (5,27,589) (519,916) Profit from last years (3,42,615) 177,301 Balance carried to balance sheet (8,70,204) (342,615) Operations During the year, the Company earned Rs.73,099/- and incurred a total expenditure of Rs.6,00,688/-. Dividend The directors do not recommend any dividend for the year ended March 31, 2011 Transfer to reserves The Company does not propose to transfer any amount to the General Reserve. Share Capital The Authorised and paid-up Capital of the Company is Rs.1,50,00,000/- (Rupees One Crore Fifty Lakhs only) divided into 15,00,000 equity shares of Rs.10/- each. Your company is a subsidiary of Mantas Inc. The Company has no subsidiary company.

Financial Results Rupees Particulars Year ended March 31, 2011 Year ended March 31, 2010 Earnings before Depreciation & Interest (5,27,589) (519,916) Less: Depreciation & Interest - - Profit after

2 Directors Mr. Atul Kumar Gupta Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment. The Board recommends to the members the resolution for re-appointment of Mr. Atul Kumar Gupta as a Director of the Company. Mr. S. Hariharan ceased to be a Director of the Company w.e.f. December 13, Mr. Manoj Jain ceased to be a Director of the Company w.e.f. February 28, The Board placed on record its appreciation of the contributions made by Mr. S. Hariharan and Mr. Manoj Jain during their tenure as Directors of the Company. Auditors M/s. Ashish & Company, Chartered Accountants, the present Statutory Auditors of the Company, hold office till the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Compliance certificate The Compliance certificate for the financial year issued by Practicing Company Secretary is enclosed to this report. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo The particulars pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988: A. Conservation of Energy: The operations of your Company are not energy intensive. Adequate measures have, however, been taken to reduce energy consumption, wherever possible. As energy costs form a very small part of the cost, the impact on cost is not material. Your Company is primarily involved in providing services which do not result in significant consumption of power and energy, hence energy conservation measures are not very relevant. Also, the consultancy services are not covered under the schedule prescribing the list of industries that are required to furnish information in Form A.

Mr. Manoj Jain ceased to be a Director of the Company w.e.f. February 28, 2011. The Board placed on record its appreciation of the contributions made by Mr. S. Hariharan and Mr.

3 B. Research and Development Expenditure on R& D for the year ended March 31, 2011 was nil (previous year nil). C. Technology Absorption Your Company s main line of activity is providing Information Technology Enabled Services, especially medical billing, coding and claim processing, including healthcare management. There is no usage of any particular technology or process. Hence the question of technology absorption does not arise. The Company has not imported any technology for its development work. D. Foreign exchange earnings and outgo: Sr. No. Particulars Year ended March 31, 2011 Year ended March 31, Expenditure in foreign currency Nil Nil 2 Earning in foreign currency Nil Nil Employees There was no employee who was in receipt of remuneration in aggregate of not less than the sum as specified pursuant to section 217(2A) of the Companies Act, Fixed Deposits During the financial year , the Company has not accepted any fixed deposits within the meaning of Section 58 A of the Companies Act, 1956, and as such no amount of principal or interest was outstanding as of the date of the Balance Sheet. Directors Responsibility Statement As required under section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that: (i) (ii) (iii) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period; The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

management. There is no usage of any particular technology or process. Hence the question of technology absorption does not arise. The Company has not imported any technology for its development work.

4 (iv) The directors have prepared the annual accounts on a going concern basis. Acknowledgements The Directors take this opportunity to thank the Company s customers, shareholders and bankers for their continued support during the year. For and on behalf of the Board Makarand Padalkar Chairman May 10, 2011

Acknowledgements The Directors take this opportunity to thank the Company s

5 MANTAS (INDIA) PRIVATE LIMITED Balance Sheet as at March 31, 2011 PARTICULARS SOURCES OF FUNDS Shareholders' Funds Schedule As At March 31, 2011 As At March 31st, 2010 a) Share Capital A 15,000,000 15,000,000 b) Reserve & Surplus B (870,204) (342,615) TOTAL 14,129,796 14,657,385 APPLICATION OF FUNDS Current Assets, Loans & Advances C a) Sundry Debtors - 9,849,890 b) Cash & Bank Balances 14,145,516 4,874,055 c) Loans & Advances 17,370 7,030 14,162,886 14,730,975 Less: Current Liabilities & Provisions D a) Current Liabilities 33,090 73,590 b) Provisions ,090 73,590 Net Current Assets 14,129,796 14,657,385 TOTAL 14,129,796 14,657,385 Accounting Policies & Notes on Accounts E

Sundry Debtors - 9,849,890 b) Cash & Bank Balances 14,145,516 4,874,055 c) Loans & Advances 17,370 7,030 14,162,886 14,730,975 Less: Current Liabilities & Provisions D a)

6 MANTAS (INDIA) PRIVATE LIMITED Profit & Loss Account For The Year Ended March 31, 2011 PARTICULARS Schedule Year Ended Year Ended March 31,2011 March 31,2010 Income Interest on FDR 73, ,584 Total 73, ,584 Expenditure Administration & Other Expenses F 600, ,500 Interest & Finance Expenses G Total 600, ,500 Profit/(Loss) before Tax (527,589) (519,916) Provision for Taxation - - Profit/(Loss) after Tax (527,589) (519,916) Profit from earlier years (342,615) 177,301 Transferred to Balance Sheet (870,204) (342,615) Accounting Policies & Notes on Accounts E

Finance Expenses G 441 - Total 600,688 634,500 Profit/(Loss) before Tax (527,589) (519,916) Provision for Taxation - - Profit/(Loss) after Tax

7 Schedules Forming Part of The Balance Sheet SCHEDULE A March 31,2011 March 31,2010 Amount(Rs.) Share Capital Authorised Capital 15,00,000 Equity Rs 10 each (Previous Year 15,00,000 Equity Rs. 10 each) 15,000,000 15,000,000 Issued, Subscribed & Paid Up Capital 15,00,000 Rs 10 each (Previous Year 15,00,000 Equity Rs. 10 each) 15,000,000 15,000,000 SCHEDULE B Reserve & Surplus 15,000,000 15,000,000 Profit & Loss Account (870,204) (342,615) SCHEDULE C (870,204) (342,615) Current Assets, Loans & Advances a) Sundry Debtors Debts Considered Good: Debts More Than Six Months (Unsecured) - 5,368,140 Debts Less Than Six Months (Unsecured) - - Other Debtors(Capital goods) - 4,481,750 b) Cash and Bank Balances - 9,849,890 Cash in hand 12,815 12,815 HSBC Bank 13,995,877 4,703,403 State Bank of India 126, ,837 Interest accrued on FDR 9,987 31,000 c) Loans & Advances 14,145,516 4,874,055 TDS on interest receivable 17,370 7,030 17,370 7,030 Unsecured Considered Good: Advance Recoverable in Cash or in Kind or for Value - - to be Received - -

10 each) 15,000,000 15,000,000 Issued, Subscribed & Paid Up Capital 15,00,000 Shares @ Rs 10 each (Previous Year 15,00,000 Equity Shares @ Rs.

8 SCHEDULE D March 31,2011 March 31,2010 Amount(Rs.) Current Liabilities & Provisions a) Current Liabilities TDS payable 3,309 8,709 Audit Fees payable 29,781 29,781 Manoj Jain - 30,600 Shanti Devi Mittal - 4,500 33,090 73,590 b) Provisions

payable 3,309 8,709 Audit Fees payable 29,781 29,781 Manoj

9 Schedules Forming Part of the Profit and Loss Account SCHEDULE F - ADMINISTRATIVE & OTHER EXPENSES March 31,2011 March 31,2010 Auditors Remuneration 33,090 33,090 Postage & Telegrams 13,784 - Professional Charges (incl Director fees) 499, ,410 Warehousing Expenses 54,000 54, , ,500 SCHEDULE G - INTEREST & FINANCE CHARGES Bank Charges

Telegrams 13,784 - Professional Charges (incl Director fees) 499,373 547,410 Warehousing

10 MANTAS (INDIA) PRIVATE LIMITED SCHEDULE E: A) SIGNIFICANT ACCOUNTING POLICIES 1. System of Accounting The financial statements are prepared under the historical cost convention and on mercantile system of accounting, in accordance with applicable mandatory accounting standards issued by the Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the Companies Act Revenue Recognition Income is accounted for on completion of services or at stages as per the applicable terms and conditions agreed upon with various coustmers. 3 Foreign Currency Transactions Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time of transaction. 4. Going Concern The financial accounts of the company are prepared on the assumption of going concern concept. B) NOTES ON ACCOUNTS 1. Current assets and Loans and advances have value on realisation in the ordinary course of business atleast equal to the amount at which they are stated in the Balance sheet. 2. Legal and Professional charges include Rs. 3,96,000/- paid as consultancy charges to a Director (Previous year Rs. 4,32,000/-) 3.Balance of State Bank of India, cash in hand and Interest accrued on FDR remains unconfirmed. 4. In view of the substantial losses and no taxable income for the current year and also due to uncertainty of future taxable income, the Company has not recorded cumulative deferred tax assets on account of timing differences.

issued by the Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the Companies Act 1956. 2.

11 Profit and Loss Includes: A) Auditor's Remuneration For Statutory Audit 33, , For Income Tax Matters NIL NIL For Other Matters NIL NIL Total 33, , Director's Remuneration NIL NIL Salaries NIL NIL Contribution to Provident Fund NIL NIL Total NIL NIL Earning in Foreign Currency Export of Services & products NIL NIL CIF Value of Imports NIL NIL (Capital goods) NIL NIL Figures of the previous year have been regrouped/rearranged wherever necessary to compare with current year's figures.

00 Director's Remuneration NIL NIL Salaries NIL NIL Contribution to Provident Fund NIL NIL Total NIL NIL Earning in Foreign Currency

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