MMS Infrastructure Ltd Directors Report.

To,

The Members,

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 Financial Year ended 31st March, 2016.

The State of the Companys 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 2,00,49,562.00 2,72,95,781.00
Expenditure (3,19,47,560.00) (26,152,107.00)
Profit/ (Loss) before Depreciation and Tax (1,18,97,998.00) 1,143,674.00
Depreciation (91,00,695.00) (2,01,50,762.00)
Profit /(Loss) before Tax (2,09,98,693.00) (1,90,07,088.00)
Deferred Tax/Current Tax 0.00 0.00
Profit/ (Loss) after Tax (2,09,98,693.00) (1,90,07,088.00)

During the year under review your Company has reported a loss of Rs.2,09,98,693.00/- as compared to the loss of Rs. 1,90,07,088.00/- of previous year.

2. 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.

3. TRANSFER TO RESERVES:

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

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

Since there is no manufacturing carried on by the Company, particulars required to be given 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 and Technology Absorption is not applicable.

The Company has no earning and expenditure in foreign Exchange.

5. 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.

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. 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.

9. 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.

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

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

11. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 the Companies Act, 2013 and the Rules made thereunder in the current financial year ended March 31st, 2016 and during the previous year ended March 31st, 2015 respectively

13. 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.

14. BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met ten 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 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 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.VasundharaAtre had resigned on 30th October, 2015 due to personal reasons and Mrs.Chitralekha Menon was appointed on 30th October, 2015.

Mr. Nitin Paranjape, Director (holding DIN: 00575053), retires at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Nitin Paranjapeas Director of the Company. The detailed profile of Mr. Nitin Paranjape, 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.

None of the Non-executive Directors had any pecuniary relationships or transactions with the Company which may have potential conflict with the interests of the Company at large.

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 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. 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-Executive Directors, and the said constitution is not 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. Muralidharan Nair

Member: Mr. Rajiv Nair

18. 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-executiveand oneexecutive 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 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 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.

20. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to Section 178 (5) of the Companies Act, 2013, the Company has established Stakeholder Relationship Committee comprising of three 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 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 not constituted a Corporate Social Responsibility Committee, as the Company does not fall within the purview of provisions of the Companies Act, 2013.

22. QUALIFICATION GIVEN BY THE AUDITORS

No qualifications given by auditors.

23. 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

24. 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.

25. 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 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 has appointed M/s. MrinaliniRasane, 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 31st March, 2016 is annexed to this report at Annexure III.

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 doesnt have proper proportion of Independent Director pursuant to proviso 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 this Report. However the management has informed me that they have initiated the process of appointment of Independent director on the Board.

Directors comment: The Company is in the process of appointing Independent Director but not getting suitable candidate.

2. 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.

3. 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

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 listing compliances 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 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

• of Independent Directors by the Board

• of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose

• of the Board as a whole and its Committees by all the Independent Directors in separate meeting held for the purpose on 30th October, 2015.

• of the Chairperson of your Company by the Independent Directors in separate meeting held on 30th October, 2015 after taking into account the views of the Executive and 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 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 nor the 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 OPTIONPLAN:

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 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 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 Directors
MMS INFRASTRUCTURE LIMITED
Sd/-
Dr. Krishnakumar Menon
Date: 25/02/2017 Chairman
Place: Navi Mumbai (DIN - 00926405)

Annexure IV

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 best of 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 the Company 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 dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March2016 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2016 from being appointed as a directors in terms of section 164(2) of the Act.

f) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 of section 143 of the companies Act, 2013 ("the Act")- is enclosed an annexure to this report.