MMS Infrastructure Limited
Your Directors have pleasure in presenting the 7th Annual Report on business& operations of the Company along with Audited Financial Statements for the FinancialYear ended 31st March 2016.
The State of the Company's Affairs
1. KEY FINANCIAL HIGHLIGHTS:
|Particulars ||For the Year ended 31st March 2016 ||For the Year ended 31st March 2015 |
| ||(Figures in Rs.) ||(Figures in Rs.) |
|Income ||20049562.00 ||27295781.00 |
|Expenditure ||(31947560.00) ||(26152107.00) |
|Profit/ (Loss) before Depreciation and Tax ||(11897998.00) ||1143674.00 |
|Depreciation ||(9100695.00) ||(20150762.00) |
|Profit /(Loss) before Tax ||(20998693.00) ||(19007088.00) |
|Deferred Tax/Current Tax ||0.00 ||0.00 |
|Profit/ (Loss) after Tax ||(20998693.00) ||(19007088.00) |
During the year under review your Company has reported a loss of Rs.20998693.00/- ascompared to the loss of Rs. 19007088.00/- of previous year.
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.
3. TRANSFER TO RESERVES:
The Company has not transferred any sums to the General Reserve as the operations ofthe Company are surging gradually.
4. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO (SECTION 134 (3) (m) OF THE COMPANIES ACT 2013:
Since there is no manufacturing carried on by the Company particulars required to begiven in the terms of Section 134 (3) (c) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 regarding Conservation of energy and TechnologyAbsorption is not applicable.
The Company has no earning and expenditure in foreign Exchange.
5. 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.
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. 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.
9. MANAGEMENT DISCUSSION:
A separate report on Management Discussion & Analysis is appended to this AnnualReport and forms part of this Directors' Report as Annexure II'.
10. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
During the year under review your Company did not have any subsidiary associate andjoint venture company.
11. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE;
|Sr. No. ||Name of Authority who has issued an order ||Date of Order. ||Particulars of Order. |
|1 ||Bombay Stock Exchange(BSE) ||Notice No: 20150902-21 issued on |
02nd September 2015
|Scrip Code: 538400 Discontinuation of Trading in Securities from BSE due to non-Compliance of Clause of Listing Agreement |
12. 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
13. 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.
14. BOARD MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met ten 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 ||EL-63 TTC INDUSTRIAL AREA MAHAPE ||5 ||- |
|2 ||25th June 2015 ||EL-63 TTC INDUSTRIAL AREA MAHAPE ||5 ||- |
|3 ||14th August 2015 ||EL-63 TTC INDUSTRIAL AREA MAHAPE ||5 ||- |
|4 ||5th September 2015 ||EL-63 TTC INDUSTRIAL AREA MAHAPE ||5 ||- |
|5 ||30th October 2015 ||EL-63 TTC INDUSTRIAL AREA MAHAPE ||5 ||- |
|6 ||4th December 2015 ||EL-63 TTC INDUSTRIAL AREA MAHAPE ||5 ||- |
|7 ||16th December 2015 ||EL-63 TTC INDUSTRIAL AREA MAHAPE ||5 ||- |
|8 ||30th December 2015 ||EL-63 TTC INDUSTRIAL AREA MAHAPE ||5 ||- |
|9 ||19th January 2016 ||EL-63 TTC INDUSTRIAL AREA MAHAPE ||5 ||- |
|10 ||17th February 2016 ||EL-63 TTC INDUSTRIAL AREA MAHAPE ||5 ||- |
15. 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.VasundharaAtre had resigned on 30th October 2015 due to personalreasons and Mrs.Chitralekha Menon was appointed on 30th October 2015.
Mr. Nitin Paranjape Director (holding DIN: 00575053) retires at the ensuing AnnualGeneral Meeting (AGM) and being eligible offers himself for re-appointment. The Board ofDirectors recommends the re-appointment of Mr. Nitin Paranjapeas Director of the Company.The detailed profile of Mr. Nitin Paranjape recommended for re-appointment is mentionedin 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.
None of the Non-executive Directors had any pecuniary relationships or transactionswith the Company which may have potential conflict with the interests of the Company atlarge.
16. 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. Muralidharan Nair ||14/12/2012 |
|2. ||Mr. Rajiv Nair ||01/04/2013 |
17. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee' consists of two non-ExecutiveDirectors and the said constitution is not in accordance with the provisions of Section178 of the Companies Act 2013. The Committee acts in accordance with the Terms ofReference as approved and adopted by the Board.
The Composition of the Committee is as under:
Chairman: Mr. Muralidharan Nair
Member: Mr. Rajiv Nair
18. 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-executiveand oneexecutive director with the Chairman beingnon-Executive director. The primary objective of Audit Committee is to monitor and provideeffective supervision of the Management's financial reporting process to ensure accurateand timely disclosures with the highest levels of transparency integrity and quality offinancial reporting
As of the date of this report the Committee is comprised as follows:
|Sr. No. ||Name ||Position ||Category |
|1 ||Muralidharan Nair ||Chairman ||Independent |
|2 ||Rajiv Krishnan Nair ||Member ||Independent |
|3 ||Balkrishna Tendulkar ||Member ||Executive |
The Committee met 6 times during the year.
|Sr. No. ||Name of the Member ||No. of Meetings Attended |
|1 ||Muralidharan Nair ||6 |
|2 ||Rajiv Krishnan Nair ||6 |
|3 ||Balkrishna Tendulkar ||6 |
19. THE VIGIL MECHANISM:
Pursuant to Section 177 of the Companies Act 2013 the Company has established aVigil Mechanism' for directors and employees to report their genuine concerns to theCompany. The company oversees this Vigil Mechanism' through the Audit Committee ofthe Board.
20. STAKEHOLDER RELATIONSHIP COMMITTEE:
Pursuant to Section 178 (5) of the Companies Act 2013 the Company has establishedStakeholder Relationship Committee comprising of three directors. The main objective ofthis Committee 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 ||Rajiv Krishnan Nair ||Chairman ||Non- Executive |
|2 ||Muralidharan Nair ||Member ||Non- Executive |
|3 ||Krishnakumar Menon ||Member ||Executive |
21. 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.
22. QUALIFICATION GIVEN BY THE AUDITORS
No qualifications given by 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
24. 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.
25. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
The Company has not entered into transactions with related parties in accordance withthe provisions of the Section 188 of Companies Act 2013 and the rules made thereunder.
26. 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. MrinaliniRasane Company Secretary in practice as its Secretarial 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 AnnexureIII.
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 doesn't have proper proportion of Independent Director pursuant toproviso to section 149(1) of the Companies Act 2013 and Rule 3 of the Companies(Appointment and Qualification of Directors) Rules 2014 till the date of signing of thisReport. However the management has informed me that they have initiated the process ofappointment of Independent director on the Board.
Director's comment: The Company is in the process of appointing IndependentDirector but not getting suitable candidate.
2. 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.
3. 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 stepsto file all the forms as per Companies Act 2013
4. 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 listingcompliances as per SEBI (LODR) Regulations 2015 and Depositories Act 1996.
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
of Independent Directors by the Board
of Non-Independent Directors by all the Independent Directors in separatemeeting held for the purpose
of the Board as a whole and its Committees by all the Independent Directors inseparate meeting held for the purpose on 30th October 2015.
of the Chairperson of your Company by the Independent Directors in separatemeeting held on 30th October 2015 after taking into account the views of the Executiveand Non-Executive Directors
of individual Directors by the Nomination and Remuneration Committee
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 nor the Key ManagerialPersonnel.
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 OPTIONPLAN:
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 538400 and ISIN No: INE317N01013.
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 explanations obtained/received from the operating management your Directors make the following statement andconfirm 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.
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 Directors |
| ||MMS INFRASTRUCTURE LIMITED |
| ||Sd/- |
| ||Dr. Krishnakumar Menon |
|Date: 25/02/2017 ||Chairman |
|Place: Navi Mumbai ||(DIN - 00926405) |
A CONSERVATION OF ENGERY TECHNOLOGY ABSORBTION
Details of energy consumption are given below.
|POWER AND FUEL CONSUMPTION ||2015-2016 ||2014-2015 |
|ELECTRICITY || || |
|Purchased: || || |
|Total units consumed (In Lacs) ||NIL ||NIL |
|Total Amount (Rupees in Lacs) ||NIL ||NIL |
|Rate per unit (Rupees) ||NIL ||NIL |
|Units Generated through Diesel Generator Sets || || |
|Unit Generated (In Lacs) ||NIL ||NIL |
|Units per ltr of Diesel Oil ||NIL ||NIL |
|Cost / Unit (Rupees) ||NIL ||NIL |
|COAL || || |
|Total units consumed (In M.T.) ||NIL ||NIL |
|Total Amount (Rupees in Lacs) ||NIL ||NIL |
|Rate per M. T (Rupees) ||NIL ||NIL |
|FURNANCE OIL || || |
|Total units consumed (ltr in Thousand) ||NIL ||NIL |
|Total Amount (Rupees in Lacs) ||NIL ||NIL |
|Rate per ltr (Rupees) ||NIL ||NIL |
|B RESEARCH & DEVELOPMENT || || |
|R & D activities have not been carried out during the year. || || |
|C FOREIGN EXCHANGE EARNINGS / OUTGO || || |
|Earnings (Rs. In Lacs) ||NIL ||NIL |
|Outgo (Rs. In Lacs) ||NIL ||NIL |
a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit.
b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.
c) The Balance Sheet and the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account.
d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
e) On the basis of the written representations received from the directors as on 31stMarch2016 and taken on record by the Board of Directors we report that none of thedirectors is disqualified as on 31st March 2016 from being appointed as adirectors in terms of section 164(2) of the Act.
f) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 ofsection 143 of the companies Act 2013 ("the Act")- is enclosed an annexure tothis report.