DIRECTORS' REPORT TO, THE MEMBERS MAESTROS MEDILINE SYSTEMS LIMITED, Your Directors' have pleasure in presenting their 42nd Annual Report on business and operations of the Company and the accounts for the Financial year ended 31st March 2015 3. DIVIDEND: With a view to repair past losses which resulted in erosion of reserves and conservation of resources for future betterment, the Board of Directors do not recommend any dividend for the year. 4. RESERVES AND SURPLUS: The Company has not transferred any sums to the General Reserve as the operations of the Company are surging gradually. However, major reserves of the Company for FY 2014-15 and the previous year are as follows: 6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report. 7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: A) Conservation of Energy Since there is no manufacturing carried on by the Company, the Board is not required to give disclosures in the terms of Section 134 (3) ( c ) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of energy. B) Technology Absorption There was no technology absorption during the year under reviewe. C) Foreign Exchange Earnings and Outgo The Company has not earned any Foreign Exchange in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows as the Company operates at the domestic level 8. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD: The Financial Statements of the Company/Board Report is in accordance with the provisions of Section 131 of the Companies Act, 2013. So, there was no revision in the financial statements for the current year March 31st, 2015. 9. CHANGE IN THE NATURE OF BUSINESS: There has been no change in the nature of business of the company during the year. 10. ANNUAL RETURN: Pursuant to sub - section 3(a) of the Section 134 and sub - section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as on 31st March, 2015 is set out as Annexure 1 and forms part of this report. 13. DETAILS OF DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under. 15. FIXED DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder in the current financial year ended March 31st, 2015 and during the previous year ended March 31st, 2014 respectively. 16. INTERNAL FINANCIAL CONTROL: The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets are efficiently used and the interest of the Company is safe guarded and the transactions are authorized, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well-documented policy, guidelines, and authorization and approval procedures. The Company has also developed a Risk Assessment policy and is reviewed by the Board of Directors. 17. BOARD MEETINGS. A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met six times during the year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The details of which are given below: 18. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. There has been no change in the Directors and Key Managerial Personnel in a year under review. Further, the Company has taken all the reasonable efforts but as the registered office of the Company is based at a remote location the Company is unable to find a suitable candidate holding a membership of ICSI willing to be appointed as a whole-time Company secretary 19. 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 in accordance with Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013. In view of the above provisions, your Company has following Independent Directors: 20. NOMINATION AND REMUNERATION COMMITTEE: The 'Nomination and Remuneration Committee' consists of three Directors with the Chairman being the Independent Director, and the said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board. The Current Composition of the Committee is as under: Chairman: Niladri Mondal Members: Murlidharan Nair Members: Vasundhra Atre 21. AUDIT COMMITTEE: In accordance with the provisions of Section 177 of the Companies Act, 2013 your Company has constituted an "Audit Committee" comprising of minimum three directors consisting of two non-executive Independent directors and one executive director with the Chairman being Independent director. The primary objective of Audit Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting 22. 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 the Company. The company oversees this 'Vigil Mechanism' through the Audit Committee of the Board. 23. STAKEHOLDER RELATIONSHIP COMMITTEE: Pursuant to Section 178 (5) of the Companies Act, 2013, the Company has established Stakeholder Relationship Committee. The main objective of this Committee is to resolve the grievances of security holders of the Company. 24. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: In accordance with Section 135 of the Companies Act, 2013 your Company has not constituted a Corporate Social Responsibility Committee, as the Company does not fall within the purview of provisions of the Companies Act, 2013. 25. QUALIFICATION GIVEN BY THE AUDITORS: The explanation / comments of the Board on every qualification or reservation or adverse remark or disclaimer made by Auditor is set out as Annexure - III and forms part of this report. 26. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY: During the year your company has not provided any loan and guarantees and made investments, within the limits specified under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014. 27. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES: The Company has not entered into transactions with related parties in accordance with the provisions of the Section 188 of the Companies Act, 2013 and Companies (Meeting of Board and its Powers)Rules, 2014 during the year under review. 28. RISK MANAGEMENT: The Board of Directors of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board may threaten to the Company and Board has formulated the policy for how to manage the risk and what actions are required to take for diminishing the adverse effect of the risk. Your Directors have enlarged mandate of Audit Committee to include responsibility to assist the Board in (i) overseeing and approving the company's enterprise wide risk management framework; and (ii) periodic appraisal to assess any change needed in the context of changing business environment 29. AUDITORS: M/s. R. A. R. & Associates, who are the statutory auditors of your Company, having Firm Registration No: 100431W, retiring at the ensuing Annual General Meeting of the Company, being eligible offered themselves for re-appointment and have confirmed their eligibility to be appointed as Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the Next Annual General Meeting of the Company. 30. SECRETARIAL AUDITOR: The Company has not appointed a Secretarial Auditor during the year. 31. EQUITY SHARES WITH DIFFERENTIAL RIGHTS: The Company has not issued any equity shares with differential voting Rights. 32. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL: Your company has not paid any remuneration to Director nor the Key Managerial Personnel. 33. PARTICULARS OF EMPLOYEES: None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 34. PERFORMANCE EVALUATION The Company has in place a policy on performance evaluation of independent directors, board, committees and individual directors. The board of directors evaluates its own performance in terms of operations of the company, financial results etc. the performance of committee(s) is evaluated by the board based on effectiveness of committee, its functioning and decisions etc. the board also reviews the performance of individual director(s) based on the contribution of the individual director to the board/ committee meetings, participation in discussions, inputs given in the meeting. As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013. For the purpose of carrying out performance evaluation exercise, four types of Evaluation forms were devised in which the evaluating authority has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating 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 meeting held for the purpose (iii) of the Board as a whole and its Committees by all the Independent Directors in separate meeting held for the purpose on 20th August, 2015 (iv) of the Chairperson of your Company by the Independent Directors in separate meeting held on 21th August, 2015 after taking into account the views of the Executive 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 in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose. 35. LISTING ON STOCK EXCHANGES Your Company's equity shares are listed on The Bombay Stock Exchange, Mumbai (BSE) with the Scrip Code is 501209 and ISIN No: INE408E01027. The Company has paid the listing fees to the stock exchanges for the financial year 2014-15. 36. EMPLOYEES' STOCK OPTION PLAN: The Company has not set up any Stock Option Scheme for its employees. 37. SWEAT EQUITY SHARES: The Company has not issued any Sweat Equity Shares during the year under review. 38. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that- (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 and loss of the company for that period; (c) the directors had 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; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 39. ACKNOWLEDGEMENT: Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stake holders. For and on behalf of the Board MAESTROS MEDILINE SYSTEMS LIMITED Sd/- KRISHNAKUMAR NANDKUMAR MENON DIN: 00926405 Chairman of the Company (Director) Address: A 1101/1102, APOLLO, HIRANANDANI ESTATE, GODBUNDER ROAD, PATLIPADA, THANE WEST - 400607, Maharashtra, INDIA Place: Mumbai Date: 04/12/2015 |