Maestros Mediline Systems Ltd Directors Report

To,

The Members,

Maestros Mediline Systems Limited

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

The State of the Companys 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	6,927,550.00	42,711,646.00
Expenditure	(36,950,447.00)	(265,564,400.00)
Profit/ (Loss) before Depreciation & Tax	(37,010,560.00)	(230,707,130.00)
Depreciation	(6,987,663.00)	(7,854,376.00)
Profit /(Loss) before Tax	(30,022,897.00)	(222,852,754.00)
Deferred Tax/Current Tax	Nil	Nil
Profit/ (Loss) after Tax	(30,022,897.00)	(222,852,754.00)

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	6,927,550.00	42,711,646.00
Expenditure	36,968,874.00	265,583,162.00
Profit/ (Loss) before Depreciation & Tax	(23,050,364.00)	(215,013,138.00)
Depreciation	(6,990,960.00)	(7,858,378.00)
Profit /(Loss) before Tax	(30,041,324.00)	(222,871,516.00)
Deferred Tax/Current Tax	Nil	Nil
Profit/ (Loss) after Tax	(30,041,324.00)	(222,871,516.00)

1. 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.

2. TRANSFER TO RESERVES:

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

3. MATERIAL CHANGES AND COMMITMENTS 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;

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

4. 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, 2016 is set out as Annexure I and forms part of this report.

5. MANAGEMENT DISCUSSION:

A separate report on Management Discussion & Analysis is appended to this Annual Report 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 the provisions of Section 131 of the Companies Act, 2013. So, there was no revision in the financial 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 year under review.

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

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

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

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 impact on the going concern status and the Companys operations in future.

11. 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 31^st, 2016 and during the previous year ended March 31^st, 2015 respectively

12. 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.

13. BOARD MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met nine 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:

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 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.

During the year Mrs. Vasundhara Atre had resigned on 6^th November, 2015 due to personal reasons and Mrs. Chitralekha Menon was appointed on 6^th November, 2015.

Mrs. Chitralekha Menon, Director (holding DIN: 07286926), retires at the ensuing Annual General Meeting (AGM) and being eligible offers herself for re-appointment. The Board of Directors recommends the re-appointment of Mrs. Chitralekha Menon as Director of the Company. The detailed profile of Mrs. Chitralekha Menon, recommended for re-appointment is mentioned in the Notice for the AGM.

None of the Directors are disqualified from being appointed/re-appointed as Directors of the Company as per the disclosures received from them pursuant to Section 164(2) of the Companies 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 in accordance with Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013. In view 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/Independent Directors 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 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 your Company has constituted an "Audit Committee" comprising of minimum three directors consisting of two non-executive director and one Executive Director with the Chairman being Non-executive director. The primary objective of Audit Committee is to monitor and provide

effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality 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 the Company. The company oversees this ‘Vigil Mechanism through the Audit Committee of the Board.

19. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to Section 178 (5) of the Companies Act, 2013, the Company has established Stakeholder Relationship Committee the Stakeholders Relationship Committee comprises of one Executive and two Non- Executive/ Independent Directors. The main objective of this 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	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 not constituted a Corporate Social Responsibility Committee, as the Company does not fall within 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, 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.

22. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The Company has not given any loan or guarantee or provided security in connection with a 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 related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arms length basis. Further, none of these contracts/arrangements/transactions with related parties 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 is required to be given in this regard.

24. RISK MANAGEMENT:

Your Directors have enlarged mandate of Audit Committee to include responsibility to assist the Board in (i) overseeing and approving the companys enterprise wide risk management framework; and (ii) periodic appraisal to assess any change needed in the context 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 has appointed M/s. Mrinalini Rasane & Associates, Company Secretary in practice, as its Secretarial Auditor.

Secretarial Audit Report as per Section 204 of the Companies Act, 2013 for the financial year ended 31^st March, 2016 is annexed to this report at Annexure IV.

Explanations or Comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in its Secretarial Audit Report.

1. The Company has also not appointed Company Secretary in whole time employment of the Company 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 for the post of Company Secretary and Chief Financial Officer. The Company shall make good the observation in the coming year.

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

Directors Comment:

The Company is taking appropriate steps to file all the forms as per Companies Act, 2013.

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 is unable to comply with the requirements of SEBI (LODR) Regulations, 2015 and Depository Act, 1996. The Company is in search for suitable candidate.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation 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 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 6th November, 2015.

(iv) of the Chairperson of your Company by the Independent Directors in separate meeting held on 6^th November, 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.

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 limits prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. EMPLOYEES STOCK OPTION PLAN:

Your Company has not issued any Employee Stock Option Plan to their employees as Company 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 54 of the Companies Act, 2013. Since the shares are not issued the details of issuance of sweat equity shares to its directors/ employees in accordance with Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

33. LISTING ON STOCK EXCHANGES

Your Companys equity shares are listed on The Bombay Stock Exchange; Mumbai (BSE) with the Scrip Code is 501209 and ISIN No: INE408E01027. The Company has not paid the listing fees 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 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 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;

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

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

35. ACKNOWLEDGEMENT:

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

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 OF THE 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 equipments

(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