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Maestros Mediline Systems Ltd.

BSE: 501209 Sector: Health care
NSE: N.A. ISIN Code: INE408E01027
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Maestros Mediline Systems Ltd. (MAESTROSMEDI) - Director Report

Company director report

To

The Members

Maestros Mediline Systems Limited

Your Directors hereby present their 43rd Annual Report on the affairsof the Company together with the Audited Statement of Accounts for the year ended 31stMarch 2016.

The State of the Company's Affairs.

1. KEY FINANCIAL HIGHLIGHTS ON STANDALONE BASIS:

Particulars For the Year ended 31st March 2016 For the Year ended 31st March 2015
(Figures in Rs.) (Figures in Rs.)
Income 6927550.00 42711646.00
Expenditure (36950447.00) (265564400.00)
Profit/ (Loss) before Depreciation & Tax (37010560.00) (230707130.00)
Depreciation (6987663.00) (7854376.00)
Profit /(Loss) before Tax (30022897.00) (222852754.00)
Deferred Tax/Current Tax Nil Nil
Profit/ (Loss) after Tax (30022897.00) (222852754.00)

KEY FINANCIAL HIGHLIGHTS ON CONSOLIDATED BASIS:

Particulars For the Year ended 31st March 2016 For the Year ended 31st March 2015
(Figures in Rs.) (Figures in Rs.)
Income 6927550.00 42711646.00
Expenditure 36968874.00 265583162.00
Profit/ (Loss) before Depreciation & Tax (23050364.00) (215013138.00)
Depreciation (6990960.00) (7858378.00)
Profit /(Loss) before Tax (30041324.00) (222871516.00)
Deferred Tax/Current Tax Nil Nil
Profit/ (Loss) after Tax (30041324.00) (222871516.00)

1. DIVIDEND:

With a view to repair past losses which resulted in erosion of reserves andconservation of resources for future betterment the Board of Directors do not recommendany dividend for the year.

2. TRANSFER TO RESERVES:

The Company has not transferred any sums to the General Reserve as the operations ofthe Company are surging gradually.

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

There have been no Material changes and Commitments that have been affecting thefinancial position of the Company which have been occurred between the end of thefinancial year of the company to which the financial statements relate and the date of thereport.

4. ANNUAL- RETURN‘

Pursuant to sub - section 3(a) of the Section 134 and sub - section (3) of Section 92of the Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the extracts of the Annual Return as on 31st March 2016 isset out as Annexure I and forms part of this report.

5. MANAGEMENT DISCUSSION:

A separate report on Management Discussion & Analysis is appended to this AnnualReport and forms part of this Directors' Report as ‘Annexure II'.

6. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD :

The Financial Statement of the Company/Board Report is in accordance with theprovisions of Section 131 of the Companies Act 2013. So there was no revision in thefinancial statement for the current year March 31st 2016.

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Exchange during the yearunder review.

8. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

The performance and financial position/salient features of the financial statement ofeach of the subsidiaries associates and joint venture companies for the year ended 31stMarch 2016 is given in Form AOC-1 and is attached and marked as Annexure III andforms part of this Report.

9. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/JOINT VENTURES/ASSOCIATECOMPANIES.

Sr. No Name of Company Subsidiary/Joint ventures/Associate Company Date of cession of Subsidiary/Joint ventures/ Associate Company.
N.A. N.A. N.A. N.A.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

11. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder in the current financial year endedMarch 31st 2016 and during the previous year ended March 31st 2015respectively

12. INTERNAL FINANCIAL CONTROL:

The Company has adequate and effective control systems commensurate with its size andnature of business to ensure that assets are efficiently used and the interest of theCompany is safe guarded and the transactions are authorized recorded and reportedcorrectly. Checks and balances are in place to determine the accuracy and reliability ofaccounting data. The preventive control systems provide for well-documented policyguidelines and authorization and approval procedures. The Company has also developed aRisk Assessment policy and is reviewed by the Board of Directors.

13. BOARD MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met nine times during the year. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013 and the Listing Agreement. The detailsof which are given below:

Sr. No. Date of Meetings Venue of the meeting Directors present Directors to whom Leave of absence was granted
1 23rd April 2015 PLOT NO EL-63 TTC INDUSTRIAL AREA ELECTRONIC ZONE MAHAPE 5
2 9th June 2015 PLOT NO EL-63 TTC INDUSTRIAL AREA ELECTRONIC ZONE MAHAPE 5

-

3 17th July 2015 PLOT NO EL-63 TTC INDUSTRIAL AREA ELECTRONIC ZONE MAHAPE 5
4 5th September 2015 EL-63 TTC INDUSTRIAL AREA MAHAPE 5 -
5 6th November 2015 EL-63 TTC INDUSTRIAL AREA MAHAPE 5 -
6 4th December 2015 EL-63 TTC INDUSTRIAL AREA MAHAPE 5 -
7 7th December 2015 EL-63 TTC INDUSTRIAL AREA MAHAPE 5 -
8 30th December 2015 EL-63 TTC INDUSTRIAL AREA MAHAPE 5 -
9 17th February 2016 EL-63 TTC INDUSTRIAL AREA MAHAPE 5 -
10 11th March 2016 EL-63 TTC INDUSTRIAL AREA MAHAPE 5 -

14. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL.

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. Characteristics expectedof all Directors include independence integrity high personal and professional ethicssound business judgment ability to participate constructively in deliberations andwillingness to exercise authority in a collective manner.

During the year Mrs. Vasundhara Atre had resigned on 6th November 2015 dueto personal reasons and Mrs. Chitralekha Menon was appointed on 6th November2015.

Mrs. Chitralekha Menon Director (holding DIN: 07286926) retires at the ensuing AnnualGeneral Meeting (AGM) and being eligible offers herself for re-appointment. The Board ofDirectors recommends the re-appointment of Mrs. Chitralekha Menon as Director of theCompany. The detailed profile of Mrs. Chitralekha Menon recommended for re-appointment ismentioned in the Notice for the AGM.

None of the Directors are disqualified from being appointed/re-appointed as Directorsof the Company as per the disclosures received from them pursuant to Section 164(2) of theCompanies Act 2013.

15. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6)OF THE COMPANIES ACT. 2013:

The Company has received the necessary declaration from each Independent Directors inaccordance with Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013. Inview of the above provisions your Company has following Independent Directors:

Sr. No. Name of the Independent Director Date of appointment/Reappointment
1. Mr. Niladri Mondal 16/11/2013
2 Mr. Muralidharan Nair 30/09/2013
3 Mr. Rajiv Nair 31/10/2012

16. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of two Non-executive/IndependentDirectors and the said constitution is in accordance with the provisions of Section 178 ofthe Companies Act 2013. The Committee acts in accordance with the Terms of Reference asapproved and adopted by the Board.

The Composition of the Committee is as under:

Chairman: Mr. Niladri Mondal

Member: Mr. Rajiv Nair

17. AUDIT COMMITTEE:

In accordance with the provisions of Section 177 of the Companies Act 2013 yourCompany has constituted an "Audit Committee" comprising of minimum threedirectors consisting of two non-executive director and one Executive Director with theChairman being Non-executive director. The primary objective of Audit Committee is tomonitor and provide

effective supervision of the Management's financial reporting process to ensureaccurate and timely disclosures with the highest levels of transparency integrity andquality of financial reporting.

As of the date of this report the Committee is comprised as follows:

Sr. No. Name Position Category
1 Mr. Rajiv Nair Chairman Non-Executive
2 Mr. Niladri Mondal Member Non-Executive
3 Mr. Krishnakumar Menon Member Executive

18. THE VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act 2013 the Company has established a‘Vigil Mechanism' for directors and employees to report their genuine concerns to theCompany. The company oversees this ‘Vigil Mechanism' through the Audit Committee ofthe Board.

19. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to Section 178 (5) of the Companies Act 2013 the Company has establishedStakeholder Relationship Committee the Stakeholders' Relationship Committee comprises ofone Executive and two Non- Executive/ Independent Directors. The main objective of thisCommittee is to resolve the grievances of security holders of the Company.

As of the date of this report the Committee is comprised as follows:

Sr. No. Name Position Category
1 Mr. Rajiv Nair Chairman Non-Executive
2 Mr. Niladri Mondal Member Non-Executive
3 Mr. Krishnakumar Menon Member Executive

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with Section 135 of the Companies Act 2013 your Company has notconstituted a Corporate Social Responsibility Committee as the Company does not fallwithin the purview of provisions of the Companies Act 2013.

21. AUDITORS:

M/s. R. A. R. & Associates who are the statutory auditors of your Company havingFirm Registration No: 100431W retiring at the ensuing Annual General Meeting of theCompany being eligible offered themselves for re-appointment and have confirmed theireligibility to be appointed as Auditors to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of the Next Annual General Meeting of the Company.

22. LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

The Company has not given any loan or guarantee or provided security in connection witha loan to any other body corporate during the year under review.

23. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with relatedparty(ies) as defined under the provisions of Section 2(76) of the Companies Act 2013during the financial year under review were in ordinary course of business and on an arm'slength basis. Further none of these contracts/arrangements/transactions with relatedparties could be considered material in nature as per the thresholds given in Rule 15(3)of the Companies (Meetings of Board and its Powers) Rules 2014 and hence no disclosure isrequired to be given in this regard.

24. RISK MANAGEMENT:

Your Directors have enlarged mandate of Audit Committee to include responsibility toassist the Board in (i) overseeing and approving the company's enterprise wide riskmanagement framework; and (ii) periodic appraisal to assess any change needed in thecontext of changing business environment

25. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed M/s. Mrinalini Rasane & Associates Company Secretary in practice as itsSecretarial Auditor.

Secretarial Audit Report as per Section 204 of the Companies Act 2013 for thefinancial year ended 31st March 2016 is annexed to this report at AnnexureIV.

Explanations or Comments by the Board on every qualification reservation or adverseremark or disclaimer made by the Company Secretary in Practice in its Secretarial AuditReport.

1. The Company has also not appointed Company Secretary in whole time employment of theCompany and Chief Financial Officer (CFO) which is required to be appointed as per Sec.203 of the Companies Act 2013.

Directors Comment: The Company is in the process of finding suitable candidates forthe post of Company Secretary and Chief Financial Officer. The Company shall make good theobservation in the coming year.

2. The Company has not filed requisite forms to be filed with Registrar of Companies asper Companies Act 2013.

Directors Comment:

The Company is taking appropriate steps to file all the forms as per Companies Act2013.

3. The Company has not complied with listing compliances as per SEBI (LODR)Regulations 2015 and Depositories Act 1996.

Directors Comment:

The Company is taking appropriate steps to comply with listing compliances as per SEBI(LODR) Regulations 2015 and Depositories Act 1996.

Due to non-appointment of Company Secretary and absence of a legal team Company isunable to comply with the requirements of SEBI (LODR) Regulations 2015 and DepositoryAct 1996. The Company is in search for suitable candidate.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO (SECTION 134 (3) (m) OF THE COMPANIES ACT 2013:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure V which forms part of this Report.

27. PERFORMANCE EVALUATION

The Company has in place a policy on performance evaluation of independent directorsboard committees and individual directors. The board of directors evaluates its ownperformance in terms of operations of the company financial results etc. the performanceof committee(s) is evaluated by the board based on effectiveness of committee itsfunctioning and decisions etc. the board also reviews the performance of individualdirector(s) based on the contribution of the individual director to the board/ committeemeetings participation in discussions inputs given in the meeting.

As required under section 178(2) of the Companies Act 2013 and under Schedule IV tothe Companies Act 2013 on Code of conduct for Independent Directors a comprehensiveexercise for evaluation of the performances of every individual director of the Board asa whole and its Committees and of the Chairperson of the Company has been carried by yourcompany during the year under review as per the evaluation criteria approved by the Boardand based on guidelines given in Schedule IV to the Companies Act 2013.

For the purpose of carrying out performance evaluation exercise four types ofEvaluation forms were devised in which the evaluating authority has allotted to theindividual Director the Board as a whole its Committees and the Chairperson appropriaterating as Excellent Very Good Good or Satisfactory depending upon the performance.

Such evaluation exercise has been carried out

(i) of Independent Directors by the Board

(ii) of Non-Independent Directors by all the Independent Directors in separate meetingheld for the purpose

(iii) of the Board as a whole and its Committees by all the Independent Directors inseparate meeting held for the purpose on 6th November 2015.

(iv) of the Chairperson of your Company by the Independent Directors in separatemeeting held on 6th November 2015 after taking into account the views of theExecutive and Non-Executive Directors

(v) of individual Directors by the Nomination and Remuneration Committee

(vi) of the Board by itself

Having regard to the industry size and nature of business your company is engaged inthe evaluation methodology adopted is in the opinion of the Board sufficientappropriate and is found to be serving the purpose.

28. EQUITY SHARES WITH DIFFERENTIAL RIGHTS

Your Company has not issued any equity shares with deferential voting Rights.

29. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL:

Your company has not paid any remuneration to Director and Key Managerial Personnel.

30. PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration in excess of the limitsprescribed under Rule (5)(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

31. EMPLOYEES' STOCK OPTION PLAN:

Your Company has not issued any Employee Stock Option Plan to their employees asCompany is not burgeoning rather is reviving from heavy losses.

32. SWEAT EQUITY SHARES:

Your Company has not issued any number of Sweat equity shares according to section 54of the Companies Act 2013. Since the shares are not issued the details of issuance ofsweat equity shares to its directors/ employees in accordance with Section 54 of theCompanies Act 2013 read with Rule 8 of the Companies (Share Capital and Debentures)Rules 2014 is not applicable.

33. LISTING ON STOCK EXCHANGES

Your Company's equity shares are listed on The Bombay Stock Exchange; Mumbai (BSE) withthe Scrip Code is 501209 and ISIN No: INE408E01027. The Company has not paid the listingfees to the stock exchanges for the financial year 2015-16.

34. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanationsobtained/received from the operating management your Directors make the followingstatement and confirm that-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and operating effectively

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and with aid down internal financial controls to be followed by thecompany and that such systems were adequate and operating effectively.

35. ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance guidance andco-operation the Company has received from all stakeholders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.

For and on behalf of the Board of

MAESTROS MEDILINE SYSTEMS LIMITED

Sd/-

Dr. Krishnakumar Menon

Chairman

(DIN - 00926405)

Place: Navi Mumbai

Date: 25.02.2017.

Annexure V

DISCLOSURE PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT 2013 READ WITH RULE 8 OFTHE COMPANIES (ACCOUNTS) RULES 2014

(A) Conservation of energy:

Steps taken or impact on conservation of energy The Company has not spent any substantial amount on Conservation of Energy to be disclosed here.
Steps taken by the company for utilizing alternate sources of energy
Capital investment on energy conservation equipment's

(B) Technology absorption:

Efforts made towards technology absorption Considering the nature of activities of the
Benefits derived like product improvement cost reduction product development or import substitution Company there is no requirement with regard to technology absorption.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Details of technology imported Nil
Year of import Not Applicable
Whether the technology has been fully absorbed Not Applicable
If not fully absorbed areas where absorption has not taken place and the reasons thereof Not Applicable
Expenditure incurred on Research and Development Nil

(C) Foreign exchange earnings and Outgo:

1st April 2015 to 31st March 2016 1st April 2014 to 31st March 2015

[Current F.Y.]

[Current F.Y.]

Amount in Rs.Amount in Rs.
Actual Foreign Exchange earnings Nil Nil
Actual Foreign Exchange outgo Nil Nil