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, 2012 to March 31, 2013.

Financial Results

(Amount in Rs.)

Particulars Year ended

March 31, 2013 Year ended

March 31, 2012

Other income (expenses), net 1,182,792 1,102,390

Total income 1,182,792 1,102,390

Depreciation and amortisation - -

Total expenses 152,432 192,017

Profit (loss) before tax 1,030,360 910,373

Provision for tax 318,381 -

Profit (loss) for the year 711,979 910,373

Operations

During the year, the Company earned 1,182,792/- (previous year Rs.1,102,390/- and incurred a

total expenditure of 152,432/- (previous year Rs.192,017/-).

Dividend

The directors do not recommend any dividend for the year ended March 31, 2013.

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 Sotas Inc.

The Company has no subsidiary company.

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.

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 2012-2013 issued by Practicing Company

Secretary is enclosed to this report.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and

Outgo

The particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act,

1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,

1988, the relevant data pertaining to conservation of energy, technology absorption and foreign

exchange earnings and outgo are furnished hereunder:

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.

Research and Development

Expenditure on R& D for the year ended March 31, 2013 was nil (previous year nil).

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.

Foreign exchange earnings and outgo

Amount in Rs

Sr.

No.

Particulars Year ended March

31, 2013

Year ended March

31, 2012

1 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, 1956.

Fixed Deposits

During the financial year 2012-13, 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) In preparation of the annual accounts, the applicable accounting standards have been

followed along with proper explanation relating to material departures;

(ii) 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;

(iii)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.

(iv) The directors have prepared the annual accounts on a ‘going concern’ basis.

Acknowledgements

The Directors take this opportunity to thank the Company’s members and bankers for their

continued support during the year.

For and on behalf of the Board

Makarand Padalkar

Chairman

May 6, 2013

March 31, 2013 March 31, 2012

EQUITY AND LIABILITIES

Shareholders' funds

Share capital 3 15,000,000 15,000,000

Reserves and surplus 4 752,148 40,169

15,752,148 15,040,169

Current liabilities

Other current liabilities 5 103,708 29,781

Short-term provisions 6 318,381 173,471

422,089 203,252

TOTAL 16,174,237 15,243,421

ASSETS

Current assets

Other current assets 7 674,170 316,902

Cash and bank balances 8 15,500,067 14,926,518

16,174,237 15,243,421

Summary of Significant accounting policies 2

TOTAL 16,174,237 15,243,421

0 0

The accompanying notes to accounts form an integral part of the financial statements.

BALANCE SHEET AS AT March 31, 2013

MANTAS (INDIA) PRIVATE LIMITED

Particulars Notes

March 31, 2013 March 31, 2012

INCOME

Other income, net 9 1,182,792 1,102,390

Total income 1,182,792 1,102,390

EXPENSES

Professional fees 97,189 104,651

Other expenses 10 55,243 87,366

Total expenses 152,432 192,017

Profit before exceptional item and provision for taxes 1,030,360 910,373

Tax expenses

Current tax provision 318,381 (173,471)

MAT Credit Entitlement - 173,471

Total tax expenses 318,381 -

Profit after tax 711,979 910,373

Earninngs per share of Rs. 5 each (in Rs.) 11

Basic 0.47 0.61

Diluted 0.47 0.61

The accompanying notes to accounts form an integral part of the financial statements.

MANTAS (INDIA) PRIVATE LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED March 31, 2013

Particulars Notes

March 31, 2013 March 31, 2012

Note 3: Share capital

Authorized:

15,00,000 Equity Shares @ Rs 10 each (Previous 15,000,000 15,000,000

Year 15,00,000 Equity Shares @ Rs. 10 each)

Issued, subscribed and fully paid-up:15,00,000 Shares @ Rs 10 each (Previous 15,000,000 15,000,000

Year 15,00,000 Equity Shares @ Rs. 10 each fully paid up)

(b) All the above shares are held by Sotas Inc.

Name of shareholder No. of shares % holding No. of shares % holding

SOTAS INC 15,00,000 100.00% 15,00,000 100.00%

March 31, 2013 March 31, 2012

Note 4: Reserves and surplus

Surplus/Deficit in the statement of profit and loss account

Balance, beginning of year 40,169 (870,204)

Profit for the year 711,979 910,373

Balance, end of the year 752,148 40,169

Total Reserves and surplus 752,148 40,169

MANTAS (INDIA) PRIVATE LIMITED

Notes annexed to and forming part of the accounts as at March 31, 2013

As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders

regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares

Particulars

March 31, 2012

(a) The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entittled to one

vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the

company, after distribution of all preferential amounts.The distribution will be in proportion to the number of equity shares held by the

shareholders.

March 31, 2013

Non-current Current Non-current Current

Note 5: Liabilities

Accrued Expenses - 33,708 - 29,781

Other liabilities - 70,000 -

- 103,708 - 29,781

- 103,708 - 29,781

*There is no amount due and outstanding as at balance sheet date to be credited to the Investor Education and Protection Fund.

Note 6: Provisions

Provision for taxes - 318,381 - 173,471 - 318,381 - 173,471

Note 7: Other Current Assets

Advance tax & TDS on Interest receivable from bank

deposits - 655,989 - 125,950

MAT credit entitlement - - - 173,471

Interest accrued on Bank deposits - 18,181 - 17,481 - 674,170 - 316,902

Note 8: Cash and bank balances

Cash and cash equivalent

Cash on hand - - - 12,815

Balances with banks: -

Current accounts - 381,408 - 334,321

- 381,408 - 347,136

Other bank balances

Balances with banks :Deposits accounts with original maturity of more than 3

months but less than 12 months - 15,118,659 - 14,579,382

- 15,118,659 - 14,579,382

Amount disclosed under non-current assets - - - - - 15,500,067 - 14,926,518

MANTAS (INDIA) PRIVATE LIMITED

Notes annexed to and forming part of the accounts as at March 31, 2013

March 31, 2012March 31, 2013

March 31, 2013 March 31, 2012

Note 9: Interest income

Interest on:

Bank deposits 1,182,792 1,102,390 1,182,792 1,102,390

Provision for Taxes

Current taxes

MAT Credit Entitlement 173,471

Domestic income tax 318,381 (173,471)

318,381 -

Professional Fees 97,189 104,652

Note 10: Other expenses

Audit Fees 33,708 33,090

Miscellaneous expenses 21,535 54,276

55,243 87,366

Note 11: Reconciliation of basic and diluted equity shares used in computing earnings per share

Weighted average shares outstanding for basic earnings per share 1,500,000 1,500,000

Add: Effect of dilutive stock options - - Weighted average shares outstanding for diluted earnings per share 1,500,000 1,500,000

MANTAS (INDIA) PRIVATE LIMITED

Particulars

Notes annexed to and forming part of the accounts as at March 31, 2013

(Amount in Rs. Except share data)

MANTAS (INDIA) PRIVATE LIMITED

Notes annexed to and forming part of the accounts as at March 31, 2013

1) Corporate Information

Mantas India Private Limited was incorporated in India on May 25, 1999 and is a Subsidiary of Sotas Inc with Sotas Inc USA.

2) SIGNIFICANT ACCOUNTING POLICIES

a) 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 1956.

b) 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.

c) Foreign Currency Transactions

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time

of transaction.

d)     Going Concern

The financial accounts of the company are prepared on the assumption of going concern concept.

e) 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.Interest accrued on FDR remains unconfirmed.

3. 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.

4. The revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified

previous year figures to confirm to this year’s classification

MANTAS (INDIA) PRIVATE LIMITED

Notes annexed to and forming part of the accounts as at March 31, 2013

5. Profit and Loss Includes:

A) Auditor's Remuneration 2012-2013 2011-2012

For Statutory Audit 33,708 33,090

For Income Tax Matters NIL NIL

For Other Matters NIL NIL

Total 33,708 33,090

Director's Remuneration NIL NIL

Salaries NIL NIL

Contribution to Provident Fund NIL NIL

Total NIL NIL

Earning in Foreign Currency 2012-2013 2011-2012

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.

2013 2012

Cash flow from operating activity

Net profit before taxation: 1,030,360 910,373

Adjustments for:

Interest on bank deposits (1,182,792) (1,102,390)

Operating profit/(loss) before working capital changes (152,432) (192,018)

Movement in Working Capital changes

(Decrease) / Increase in current liabilities and provisions 73,927 (3,309)

(Increase) / Decrease in other current assets (700) (108,581)

Cash from operating activities (79,205) (303,908)

Payment of domestic and foreign taxes (530,038) -

Net cash flow from operating activity (609,242) (303,908)

Cash flow from Investing activity

Interest income received 1,182,792 1,094,896

Bank fixed deposits having maturity of more than three months matured 14,579,382 13,500,000

Bank fixed deposits having maturity of more than three months placed (15,118,659) (14,579,382)

Net cash flow from investing activity 643,515 15,514

Cash flow from Financing activity - -

Net Increase (decrease) increase in cash and cash equivalents 34,273 (288,393)

Cash and cash equivalents at the beginning of year 347,136 635,529

Cash and cash equivalents at the end of the year 381,408 347,136

MANTAS (INDIA) PRIVATE LIMITED

Statement of Cash Flow for the year ended March 31, 2013

(Amounts in Rs.)

ParticularsYear ended March 31,