The Directors have pleasure in presenting before you the Annual Report of the Company together with Audited

Statement of Accounts for the year ended 31st March 2000. FINANCIAL RESULTS: The working results of the Company for the year ended 31st March 2000 are as follows: Particulars As on 31.03.2000 (77,326) 8,91,646 (9,68,972) (9,68,972) (18,12,708) (27,81,680) As on 31.03.1999 3,90,196 8,91,647 (5,01,451) (5,01,451) (13,11,257) (18,12,708)

Gross Profit/(Loss) before Depreciation Less : Depreciation Net profit/(loss) before tax Provision for Tax Profit/(Loss) after Tax Add: Balance brought forward Balance carried to Balance Sheet

During the year under review your company was busy in implementation of its diversification plans into the field of Information Technology. Your directors do not recommend any dividend for the year under review. AMALGAMATION: During the year under review, Avinash Information Technologies Private Limited have merged with your company as per the Scheme of Amalgamation approved by the Hon'able High Court of Gujarat. As a result of this merger the company has diversified in the field of IT enable services - MEDICAL TRANSCRIPTION. The project implementation work was completed on 7th March 2000 and the trial production was started on 18th June 2000, after the completion of manpower training programme & receipt of connectivity through STPI. SHARE CAPITAL: As per the Scheme of Amalgamation approved by the Hon'able High Court of Gujarat, your company has allotted 90,00,000 Equity Shares of Rs.10/- each to the Shareholders of the amalgamating Company. The equity Shares of the Company were listed with Mumbai and Ahmedabad Stock Exchanges during the year under review. The Ahmedabad Stock Exchange has already granted listing permission for additional shares of Rs.900 lacs. The Company also submitted necessary application alongwith other documents & information for listing to the Stock Exchange, Mumbai. The matter is being pursued by the Company. FIXED DEPOSIT: The company has not accepted any deposits to which the provisions of Section 58A of the Companies Act, 1956 are applicable. PARTICULARS REGARDING EMPLOYEES:

There are no employees who are in receipt of remuneration exceeding the limit specified under section 217 (2A) of the Companies Act, 1956. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: Conservation of Energy : Technology Absorption : Company has absorbed HIS-Gemstar System Software for Medical Transcription. Foreign Exchange Earning : US$ 157591.60 Foreign Exchange Outgo : US$ 18108.33 DIRECTORS: Consequent to the Scheme of Amalgamation and restructuring, the changes in the Directors of the Company during the year under review since the previous report are reported as under: Shri Atul M Shah and Smt. Manjula M Shah have resigned from the directorship of the Company during the year under consideration. Shri Hiralal P Shah was appointed as Director to fill up the casual vacancy created due to the resignation of Smt Manjula Shah. As per the Scheme of Amalgamation approved by the Hon'able High Court of Gujarat, Shri Chimanbhai Sathi, Shri Hanubha M Jadeja, Shri Prakash Chandra Bhandari and Shri Pran S Fultariya have been appointed as an additional Directors on the Board. All these additional directors shall retire at this annual general meeting unless their appointments shall be regularised under section 257 of the Companies Act, 1956. AUDITORS: You are requested to appoint Auditors from the conclusion of ensuring Annual General meeting to the conclusion of next Annual General meeting and fix their remuneration. The present auditor M/s Surendra Kumar Jain & Co. has shown inability to work as the auditors of the Company, Accordingly, Board recommends the name of M/s Bhanwar Jain & Co., Chartered Accountants, Ahmedabad who are eligible for the appointment. CORPORATE GOVERNANCE: The company has initiated necessary steps to implement SEBI Guidelines on Corporate Governance. Y2K COMPLIANCE: The Company has already upgraded its system to make Y2K compliant. INSURANCE: All the properties of the Company are duly insured. COMPLIANCE OF LISTING AGREEMENT: Company has paid the Annual Listing fees payable to the Stock Exchange N.A.

Ahmedabad & Mumbai for the year 1999-2000 including the Additional Listing fees. Shares of the Company are listed with the following Stock Exchanges: The Mumbai Stock Exchange P J Tower, Dalal Street, Fort, Mumbai 400 001 The Ahmedabad Stock Exchange Kamdhenu Complex, Opp Sahajanand College, Panjara Pole, Ahmedabad 380015 Above information has been given in compliance of Clause 32(2)(iii) of the Listing Agreement. The turnover and income of the company from its new Project of MEDICAL TRANSCRIPTION (A 100% Export Oriented Unit) upto 1st December 2000 is US$ 57591.60. Company has also received an amount of US$ 90,000 as Project Milestone achievement incentive and US$ 10,000 as production incentive from Heartland Information Services (the foreign collaborator). This information has been given in compliance of Clause 32 (a) of the Listing Agreement. The amount of US$ 57591.60 mentioned above represents the consideration received from Heartland Information Services for the trial production. DIVERSIFICATION PLAN: The company has already diversified into the most buoyant field of Information & Technology by setting up one of the largest project for Medical Transcription in the Western India primarily for exports for an American Company. This is a highly ambitious project. In future the company wishes to take up other related activities such as coding of medical records and processing of Insurance claim forms which are ancillaries to medical transcription activities. Apart from this the company wishes to diversify into other projects in the field of I.T. - enable services such as: - Establishing interactive voice and Web-enabled call centres, both for domestic as well as International market. - Pre-press publishing. - Page making. - Back office operations. - GIS The company has already initiated dialogues at appropriate levels and is reviewing the economic viability of various projects. The scope in these areas is phenomenal and your company will not leave any stone unturned to ensure setting up of one or more projects that increases the profitability of its operations. APPRECIATION: The Board places on record the appreciation of the sincere and devoted

services rendered by all the employees and the continued support and confidence of the shareholders. The Board also expresses their sincere thanks to the Charotar Nagarik Sahakari Bank Ltd., ICICI Banking Corporation Ltd., Global Trust Bank Ltd., Software Technology Park of India (STPI), Excise & Customs Departments, Commissionorate of Information Technology, Gujarat and all other well wishers.