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MMS INFRASTRUCTURE LIMITED

Annual Report 2013-14 Page 1

5th

ANNUAL REPORT

OF


FOR THE YEAR

2013-14



CONTENTS

PARTICULARS PAGE NOS.

MMS INFRASTRUCTURE LIMITED :

Notice of Annual General Meeting 04

Directors’ Report 08

Auditors Report 11

Balance Sheet 16

Statement of Profit & Loss 17

Cash Flow Statement 18

Schedule & Notes to Accounts 20

Proxy Form and Attendance Slip 31



CORPORATE INFORMATION

BOARD OF DIRECTORS

Dr. Krishna .Kumar. Menon Chairman & Managing Director

Mr. Rajiv Nair Director

Mr. Murlidharan Nair Non Executive Independent Director

Mrs.Vasundhara Atre Non Executive Independent Director

BANKERS

ICICI BANK

Plot No. X-513, Technocity,

Next to Sarovar Portico,

Mahape, Navi Mumbai-400701

REGISTRAR & SHARE TRANSFER AGENT

Link Intime India Pvt. Ltd

C-13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup (West),

Mumbai - 400078.

REGISTERED OFFICE

Plot No. El/63, TTC Industrial Area,

Electronic Zone, Mahape,

Navi Mumbai - 400710

PROPERTY LOCATION

Building No.2,

Sector-2,

MBP, Mahape,

Navi Mumbai-400701



NOTICE is hereby given that the Fifth Annual General Meeting of MMS Infrastructure Limited will be held

at Hotel Celebrations, Plot No. L-1, Sector 19, Vashi, Navi Mumbai – 400 705 on Monday, December 22, 2014

at 4.30 p.m. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Directors’ Report, Auditors’ Report and Audited Balance Sheet as at 31st

March, 2014 and Profit and Loss Account for the year ended on that date together with notes and schedules

attached thereto and the Reports of the Directors and Auditors thereon.

2. To appoint the retiring auditors, M/s. R A R and Associates (Formerly known as M/s. Anil Goyal & Co.),

Chartered Accountants, as statutory Auditors of the Company to hold office from the conclusion of this

Annual General Meeting until the conclusion of next Annual General Meeting and to authorize the Board

of Directors to fix their remuneration..

3. To appoint a director in place of Mr. Rajiv Nair who retired by rotation and being eligible, offers himself

for re-appointment.

SPECIAL BUSINESS:

4. To consider and if thought it, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable

provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory

modification(s) or re-enactment thereof for the time being in force) read with Schedule IV of the

Companies Act, 2013, Dr. Vasundhara Atre (DIN 02937582), an existing Independent Director of the

Company, who has submitted a declaration that he meets criteria for independence as provided in section

149(6) of the Act and who is eligible for appointment, and in respect of whom the Company has received a

notice in writing from a member proposing his candidature for the office of Director, be and is hereby

appointed as an Independent Director of the Company, for a period of 5 (five) years with effect from 22nd

December, 2014 to 21st December, 2019”

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable

provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory

modification(s) or re-enactment thereof for the time being in force) read with Schedule IV of the

Companies Act, 2013, Mr. Murlidharan Nair (DIN 05217743),an existing Independent Director of the

Company, who has submitted a declaration that he meets criteria for independence as provided in section

149(6) of the Act and who is eligible for appointment, and in respect of whom the Company has received a

notice in writing from a member proposing his candidature for the office of Director, be and is hereby

appointed as an Independent Director of the Company, for a period of 5 (five) years with effect from 22nd

December, 2014 to 21st December, 2019”

Date: 28th

November, 2014 For and on behalf of the Board of Directors

Place: Navi Mumbai MMS Infrastructure Limited

Sd/-

Dr. Krishnakumar Menon

(Managing Director)

DIN: 00926405



NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT

ONE OR MORE PROXIES TO ATTEND AND VOTE ON A POLL ONLY INSTEAD OF HIMSELF

AND THE PROXY NEED NOT BE A MEMBER.

2. A proxy form duly completed and stamped, must reach the registered office of the Company not less than

48 hours before the time for holding the aforesaid meeting.

3. Members/ Proxies should bring the Attendance slips duly filled in for attending the meeting.

4. The register of members and the share transfer books of the Company will remain closed from 17th

December, 2014 to 22nd

December, 2014 (both days inclusive) in connection with the Annual General

Meeting.

5. The Ministry of Corporate Affairs vide their Letter no. 5/12/2007-CL-III dated 8th

February, 2011 has

granted a general exemption under Section 212 (8) of the Companies Act, 1956 for publication of the

Accounts of subsidiary companies, subject to fulfillment of certain conditions. In view of the same, your

Company is also exempted from publication of the accounts of its subsidiaries under the provisions of

Section 212 of the Companies Act, 1956. These documents will be submitted on request to any member

wishing to have a copy on receipt of such request by the Company at the Registered Office of the

Company. These documents will also be available for inspection by any Member of the Company at the

Registered Office of the Company and the Registered Offices of the respective subsidiary Company during

working hour up to the date of the Annual General Meeting.

6. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account

Number (PAN) by every participant in securities market. Members holding shares in electronic form are,

therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining

their demat accounts. Members holding shares in physical form can submit their PAN details to the

Company.

7. Electronic copy of the Annual Report is being sent to all the members whose email IDs are registered with

the Company/Depository Participants(s) for communication purposes unless any member has requested for

a hard copy of the same. For members who have not registered their email address, physical copies by

permitted mode.

8. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their

bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates,

nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc.,

to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in

the Company’s records which will help the Company and the Company’s Registrars and Transfer Agents

(RTA) to provide efficient and better services.

9. Members holding shares in physical form are requested to intimate such changes to RTA.

10. Members holding shares in physical form are requested to consider converting their holdings to

dematerialized form. Members can contact the RTA for assistance in this regard.

11. Members holding shares in physical form in identical order of names in more than one folio are requested

to send to the RTA the details of such folios together with the share certificates for consolidating their

holding in one folio. A consolidated share certificate will be returned to such Members after making

requisite changes thereon.



12. In case of joint holders attending the meeting, the Member whose name appears as the first holder in the

order of names as per the Register of Members of the Company will be entitled to vote.

13. All documents referred to in the above Notice are open for inspection at the Registered Office of the

Company on all working days (except Saturdays, Sundays and holidays) between 10.00 a.m. to 12.30 p.m.

upto the date of the Annual General Meeting.

14. The explanatory statement pursuant to Section 102 of the Companies Act, 2013 is annexed herewith.

Date: 28th



Sd/-


(Managing Director)

DIN: 00926405

Explanatory Statement pursuant to Section 102 (2) of the Companies Act, 2013.

Item no. 4

Dr. Vasundhara Atre, is an Independent Director of the Company and also a member of Audit Committee, and

Investors Grievance Committee.

Dr. Vasundhara Atre is proposed to be appointed as an Independent Director of the Company with effect from 22nd

December, 2014 to 21st December, 2019. A notice has been received from a member proposing Dr. Atre as a

candidate for the office of Director of the Company. In the opinion of the Board, Dr. Atre fulfils the conditions

specified in the Companies Act, 2013 and rules made thereunder for her appointment as an Independent Director of

the Company and is independent of the management.

Dr. Vasundhara is a practicing Cardiothoracic Vascular Anaesthesiologist at Bombay Hospital. She has a

professional experience spanning over two decades and has conducted over 10,000 surgeries so far. She is also a

regular columnist with Times Wellness and has over 400 articles published in the last decade. She is a life member

of the IMA, Maharashtra Medical Council and other prestigious associations and is currently pursuing her M.Phil in

Hospital and Health Systems Management at BITS Pilani. Dr. Vasundhara is also on the Board of Maestros

Electronics & Telecommunications Systems Limited as an Independent Director.

Copy of the draft letter for appointment of Dr. Atre as an Independent Director setting out the terms and conditions

would be available for inspection without any fee by the members at the registered office of the Company during

normal business hours on any working day (except Saturdays, Sundays and holidays) between 10.00 a.m. to 12.30

p.m.

The Board considers that her continued association would be of immense benefit to the Company and it is desirable

to continue to avail the services of Dr. Atre. Accordingly, the Board recommends the resolution in relation to

appointment of Dr. Atre as an Independent Director, for the approval by the shareholders of the Company.



Except Dr. Atre, none of the Directors and Key Managerial Personnel of the Company are concerned or interested,

financial or otherwise, in the resolution set out at Item No. 4

This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the

Stock Exchange and may also be considered sufficient compliance under the provisions of Section 152 of the

Companies Act, 2013.

Item no. 5

Mr. Murlidharan Nair is an Independent Director of the Company and also a member of Audit Committee, and

Investors Grievance Committee.

Mr. Murlidharan Nair is Bachelor of Commerce and has also done Masters in Marketing Management from NMIMS

and has working experience more than 33 years with Air India. He is also on the Board of Maestros Electronics &

Telecommunications Systems Limited and Maestros Mediline Systems Limited as an Independent Director.

Mr. Nair is proposed to be appointed as an Independent Director of the Company with effect from 22nd

December,

2014 to 21st December, 2019. A notice has been received from a member proposing Mr. Nair as a candidate for the

office of Director of the Company. In the opinion of the Board, Mr. Nair fulfils the conditions specified in the

Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company

and is independent of the management.

Copy of the draft letter for appointment of Mr. Nair as an Independent Director setting out the terms and conditions

would be available for inspection without any fee by the members at the registered office of the Company during

normal business hours on any working day (except Saturdays, Sundays and holidays) between 10.00 a.m. to 12.30

p.m.

The Board considers that him continued association would be of immense benefit to the Company and it is desirable

to continue to avail the services of Mr. Nair. Accordingly, the Board recommends the resolution in relation to

appointment of Mr. Nair as an Independent Director, for the approval by the shareholders of the Company.

Except Mr. Nair, none of the Directors and Key Managerial Personnel of the Company are concerned or interested,

financial or otherwise, in the resolution set out at Item No. 5

This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the

Stock Exchange and may also be considered sufficient compliance under the provisions of Section 152 of the

Companies Act, 2013.

Date: 28th



Sd/-


(Managing Director)

DIN: 00926405

Address: A1101/1102,

Apollo Hiranandani Estate,

Godbunder Road, Patlipada,

Thane(W),Mumbai-400607




DIRECTORS’ REPORT

Dear Shareholders,

Your Directors hereby present their Fifth Annual Report together with the Audited Accounts of the Company for the

year ended 31st March, 2014.

1. Financial Results

Particulars 2013-14

(in Rs.)

2012-13

(in Rs.)

Total Income 3,83,06,994 2,47,93,290

Less: Expenditure 66,59,038 76,82,012

Profit/ (Loss) before Depreciation, Finance Charges and Tax 3,16,47,956 1,71,11,278

Less: Interest and Financial Charges 1,73,30,524 1,93,59,972

Less: Depreciation 88,78,339 88,19,441

Profit/(Loss) before Tax 54,39,093 (1,10,68,135)

Less: Provision for Taxation 31,34,496 -

Less: Deferred Tax 34,32,505 40,35,188

Profit / (Loss) after tax (11,27,908) (1,51,03,323)

Less: Prior Period Taxation adjustment - (11,94,174)

Profit/ (Loss) for the year (11,27,908) (1,39,09,149)

Add: Balance brought forward from previous year 1,29,55,647 2,68,64,796

Profit available for appropriation

(Appropriated as per Scheme of Arrangement) - -

Less: Appropriations Transfer to General Reserve - -

Balance carried forward 1,18,27,739 1,29,55,647

2. Management Discussion And Analysis

(a) Industry Structure and Development: The performance of your Company during the year under report has

shown good improvement over the previous year. The total revenue from the operations for the year ended

March 31, 2014 amounted to Rs. 3.62 crores, as against Rs. 2.39 crores, have increased by 51.64% over the last

year as last year’s revenue.

(b) Segment wise operational performance: Your Company has only one main segments of business viz.

subletting immovable properties.

(c) Internal control systems and their adequacy: Your Company has well established and adequate systems for

internal control to provide reasonable assurance that all assets are safeguarded; transactions are authorized and

reported correctly.

(d) Human Resources Your Company continuously endeavors to improve the work environment for its employees.

Competitive compensation package, innovative and challenging environment to work, transportation facilities,

etc., are some of the steps taken by the Company for the welfare of its employees.



3. Directors

The Board have appointed Mr. Rajiv Krishnan Nair w.e.f. 1st April, 2013.

4. Disclosure Under Section 274(1)(g)

None of the Directors of the Company are disqualified from being appointed as Directors as specified under

Section 274(1)(g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

5. Corporate Governance

The Company has listed its equity shares with Bombay Stock Exchange (BSE) w.e.f. 25th

June, 2014 vide letter

received from BSE ref Notice No.20140623-18.i.e. Since the listing has been made after end of the financial

year 31st March, 2014, Corporate Governance Report as required under Clause 49 of the listing agreement is not

applicable to the company for the financial year 2013-14.

6. Code of Conduct

As mentioned in above para 5, the code of conduct is not applicable for the Company for the financial yer

ending 31st March, 2014, Howver in the financial year 2014-15 the Company has framed a Code of Conduct as

per the listing agreement which is applicable to all the Directors and senior management of the Company.

7. Explanation by the Board on reservations made by the Statutory Auditor in the Audit Report

The Auditors have made reservation that "The company is not regular in depositing with appropriate

authorities." The Board of Directors hereby explain that there were certain irregularities in deposits with

appropriate authorities but the Board has initiated measures to avoid the same in future.

8. Particulars of Employees

None of the employees are covered under Section 217(2A) of the Companies Act, 1956 read with the

Companies (Particulars of Employees) Rules, 1975 as amended.

9. Public Deposits The Company has not accepted any Fixed Deposits from the Public / Shareholders.

10. Dividend

With a view to conserve resources for funding any future business requirements and expansion plans, your

Directors have not recommended any dividend for the current period.

11. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Disclosure of information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956,

read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding

conservation of energy and technology absorption is not applicable to your Company.

12. Share Capital

As on 31st March, 2014, the Authorized and Paid up Share capital of the Company were Rs. 9,00,00,000

divided into 90,00,000 Equity Shares of Rs.10/- each.

13. Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations

received from operating management, the Directors hereby confirm that:

in the preparation of the annual accounts, the applicable accounting standards have been followed and there

are no material departures;



they have selected such accounting policies in consultation with the statutory auditors 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 as at March 31, 2014;

they have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and

for preventing and detecting fraud and other irregularities; and

They have prepared the annual accounts on a going concern basis.

14. Statutory Auditors

M/s. R A R & Associates, Chartered Accountants, Mumbai, the statutory auditors of the Company retire at the

conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-

appointment. The Company has received a Certificate from them to the effect that their re-appointment, if

made, would be within the limits prescribed as per the Companies Act, 2013.

15. Acknowledgement

The Board of Directors of the Company wish to place on record their thanks and appreciation to Government

agencies, all the members and executives for their contribution and support to the Company.

On behalf of the Board of Directors of

MMS Infrastructure Limited

Sd/- Sd/-

Dr. K. K. Menon Mr. Rajiv Nair

[Director] [Director]

Place: Navi Mumbai

Date: 28th

November, 2014



INDEPENDENT AUDITOR’S REPORT

To the Members of

MMS INFRASTRUCTURE LIMITED.

Report on the Financial Statements

We have audited the accompanying financial statements of MMS INFRASTRUCTURE LIMITED, which

comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for

the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the

financial position, financial performance and cash flows of the Company in accordance with the Accounting

Principles generally accepted in India, including the accounting standards notified under the Companies Act, 1956

(“the Act”), read with general circular 8/2014 dated 4 April 2014 issued by the ministry of Corporate affairs. This

responsibility includes the design, implementation and maintenance of internal control relevant to the preparation

and presentation of the financial statements that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit

in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those

Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks

ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,

the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial

statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial

statements give the information required by the Act in the manner so required and give a true and fair view in

conformity with the accounting principles generally accepted in India:



a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“theOrder”) issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a

statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have 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

appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report

are in agreement with the books ofaccount.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with

the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956,

read with genral circuler 8/2014 dated 4 april 2014 issued by the ministry of Corporate affairs;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on

record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from

being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies

Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be

paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said

section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the

Company.

For RAR & Associates.

Chartered Accountants

Firm Regn. No.100431W

Anil Goyal.

(Partner)

Membership No. 43429

Place : Mumbai.

Date : 28th

November, 2014



Annexure to the Auditors’ Report

Referred to in paragraph 3 of our report of even date,

(i) (a) The company has maintained proper records showing full particulars including quantitative details

and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a

regular program of verification which, in our opinion, is reasonable having regard to the size of the

company and the nature of its assets.

(c) The company has not disposed off a substantial part of fixed assets during the year and

accordingly going concern is not affected.

(ii) (a) Since company neither have trading activities nor manufacturing activities or servicing activities,

so this clause and Claus b & c are not applicable.

(b) We have relied upon the management regarding the confirmations of debtors outstanding for more

than six months and creditors and inventories, as it was not possible for us to verify the same, nor

we have received the confirmations of balances

(iii)

(a) In our opinion and according to the information and explanations given to us, the company has

granted unsecured loans to parties covered in register maintained under section 301 of the Act;

(b) In our opinion and according to the information and explanations given to us, the company has not

charged any interest on such unsecured loans given, hence this is prejudicial to the interest of the

company;

(d) Other party pays principal amount to the Company whenever demanded and necessary steps also

taken by the company for recoverability.

(iv) In our opinion and according to the information and explanations given to us, there are not adequate control

procedures commensurate with the size of the company and the nature of its business with regard to

purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we

have not observed any continuing failure to correct major weaknesses in internal controls.

(v)

(vi) According to the information and explanations given to us, there have been contracts or arrangements

referred to in Section 301 of companies Act during the year and has been entered in the register required to

be maintained under that section.

(vii) The company has not accepted any deposits from public.

(viii) In our opinion, the company does not have an internal audit system commensurate with the size and nature

of its business.



(ix) In our opinion and according to the information and explanations given to us the maintenance of cost

records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies

Act, 1956.

(x) (a) The company is not regular in depositing with appropriate authorities undisputed statutory dues

including provident fund, investor education protection fund, employee’s state insurance, income

tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues

applicable to it with appropriate authorities and the following statutory dues outstanding as at last

day of the financial year concerned for a period of more than six months from the the date they

became payable

Sr. No. Particulars Amount outstanding as on

31st March, 2014

1 Service Tax 54,24,292

2 TDS 1,72,028

3 PF-ESIC-PT 5,68,203

4 Property Tax 22,05,353

(b) According to the information and explanations given to us, no disputed amounts payable in respect

of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, but cess

liability has been written off as at 31st March, 2014.

(xi) Since the company has been registered for the period less than five years, so this clause is not applicable to

the company.

(xii) In our opinion and according to the information and explanations given to us, the company has not paid

principal and interest amount to the financial institution from whom the company has taken loans.

(xiii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares,

debentures and other securities.

(xiv) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the

provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the

company.

(xv) Company is not dealing in or trading in shares, securities, debentures and other investments, hence no need

to maintain proper records of transactions and contracts.



(xvi) In our opinion and according to the information and explanations given to us the company has not given

guarantees for loans taken by others from banks or financial institutions.

(xvii) Company does not have any term loans.

(xviii) According to the information and explanations given to us and on an overall examination of the balance

sheet of the company, we report that the no funds raised on short-term basis have been used for long-term

investment. No long-term funds have been used to finance short-term assets except permanent working

capital.

(xvii) The company has not made any preferential allotment of shares to parties and companies covered in the

register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, no fraud on or by the company has been noticed

or reported during the course of our audit.

(xx) The company has not raised any money by public issues during the year.

(xxi) The company has not issued any debentures during the year and there are no debentures outstanding at the

year end.

For RAR & Associates.


Firm Regn. No.100431W

Anil Goyal

(Partner)

Membership No. 43429

Place : Mumbai.

Date : 28th

November, 2014



BALANCE SHEET AS AT 31ST MARCH, 2014

Particulars Notes

As at 31st March,

2014

As at 31st

March, 2013

Rs.

Rs.

EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 1 87,465,200

87,465,200

Reserves and Surplus 2 69,044,224

70,172,132

156,509,424

157,637,332

Non- Current Liabilities

Long-Term Borrowings 3 155,745,153

150,015,853

Deferred Tax Liabilities (Net) 4 36,549,540

33,117,035

Other Long Term Liabilities 5 20,868,215

24,217,790

213,162,908

207,350,678

Current Liabilities

Trade Payables 6 6,094,864

2,827,740

Other Current Liabilities 7 13,192,117

9,749,342

19,286,981

12,577,082

TOTAL

388,959,313

377,565,092

ASSETS

Non-Current Assets

Fixed Assets (Net) 8 150,526,547

157,682,334

Non-Current Investments 9 154,646

154,646

Long-Term Loans and Advances 10 28,169,751

23,848,833

178,850,944

181,685,813

Current Assets

Trade Receivables 11 203,422

16,336

Cash and Bank Balances 12 540,327

27,498

Short-Term Loans and Advances 13 209,327,985

195,833,227

Other Current Assets 14 36,635

2,218

210,108,369

195,879,279

TOTAL

388,959,313

377,565,092

Summary of Significant Accounting Policies & Notes to

the accounts form integral part of financial statements 20

As per our attached Report of even date

For and on behalf of RAR & Associates For and on behalf of Board Directors


Firm Registration Number : 100431W Sd/-

Sd/-

Anil Goyal Dr. K. K. Menon Mr. Rajiv Nair

Partner Director

Director

Membership No. 43429 DIN:00926405 DIN:03060687

Place : Mumbai

Date: 28th November, 2014



STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2014

Particulars Notes For the year ended

31st March, 2014

For the Year Ended

31st March, 2013

Rs.

Rs.

1 Revenue

Revenue from Operations (Net) 15 36,209,167

23,878,811

Other Income 16 2,097,827

914,479

Total

38,306,994

24,793,290

2 Expenses

Employee Benefits Expense 17 2,553,172

2,825,978

Finance Costs (Net) 18 17,330,524

19,359,972

Depreciation and Amortization Expense 8 8,878,339

8,819,441

Other Expenses 19 4,105,865

4,856,034

Total

32,867,901

35,861,425

3 Profit / (Loss) before exceptional and

extraordinary items and tax (1-2)

5,439,093 (11,068,135)

Exception and Extraordinary items

-

-

4

Profit / (Loss) before tax

5,439,093

(11,068,135)

5 Tax expense:

(a) Current tax expense for current year

3,134,496

-

(b) Current tax expense relating to prior years

-

(1,194,174)

(c) Deferred tax

3,432,505

4,035,188

6,567,001

2,841,014

6 Profit / (Loss) from continuing operations after

tax (4- 5) and carried to balance-sheet

(1,127,908) (13,909,149)

Earnings per Equity Share (in Rs.) :

(Face value of Rs 10/- per Equity Share)

Basic and Diluted

(0.13)

(1.39)

Summary of Significant Accounting Policies &

Notes to the accounts form integral part of financial

statements

20

As per our attached Report of even date

For and on behalf of RAR & Associates For and on behalf of Board of Directors


Firm Registration Number: 100431W Sd/- Sd/-

Anil Goyal

Partner

Membership No:43429 Dr.K.K.Menon Mr. Rajiv Nair

Place: Mumbai

Date:28th

November,2014 Director

Director



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

For the year

ended

31st March, 2014

For the

year ended

31st March,

2013

Rs.

Rs.

Profit/(Loss) before tax

5,439,093

(11,068,135)

Adjustments for:

Depreciation and Amortization Expense 8,878,339 8,819,441

Sundry Balances no longer required written off - 69,127

Loss on Sale of Investment - 1,264,403

Interest Expenses 17,330,524 19,359,972

Operating profit before working capital changes 31,647,956 18,444,808

(Increase) / Decrease in Trade Receivables (221,503) 475,503

(Increase) / Decrease in Short-term Loans and Advances and Other

Assets

(13,494,758)

(53,119,216)

Increase / (Decrease) in Trade Payables , Other Liabilities and

Provisions

6,709,899 5,871,019

Cash generated from / (used in) operations 24,641,594 (28,327,886)

Less :

Income Tax Paid (6,567,001) (1,691,533)

Net cash from / (used in) Operating activities (A) 18,074,593 (30,019,419)

Cash flow from Investing activities

Sale of Fixed Assets - 4,993,400

Purchase of Fixed Assets (1,722,552) -

Disinvestment in body corporates - 2,939,763

Loss on Sale of Investment - (1,264,403)

Net cash used in Investing activities (B) (1,722,552) 6,668,760

Cash flow from Financing activities

Proceeds from Borrowings (net) 1,491,312 42,395,184

Interest paid during the year (17,330,524) (19,359,972)

Net cash from Financing activities (C) (15,839,212) 23,035,212

Net increase /(Decrease) in cash and cash equivalents

(A + B + C)

512,829 (315,447)

Add: Cash and cash equivalents at the beginning of the year 27,498 342,945

Add: Cash and cash equivalents taken over as per the scheme of

demerger

- -

Cash and cash equivalents at the end of the year 540,327 27,498




CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

For the year ended

31st March, 2014

For the year

ended

31st March,

2013

Rs.

Rs.

Reconciliation of Cash and Bank Balances

Cash and Bank Balances

540,327

27,498

Less : Deposits more than 3 months

-

-

Less : Margin Money Balances

-

-

Cash and Cash Equivalents as at the end of the year 540,327 27,498

Note:

Previous year's figures have been regrouped / rearranged wherever necessary to conform to current year's classification.

As per our attached Report of even date For and on behalf of the Board of Directors

For and on behalf of RAR & Associates


Firm Registration Number : 100431W

Anil Goyal

Sd/- Sd/-

Dr.K.K.Menon Mr. Rajiv Nair

Partner Director

Director

Membership No. 43429 DIN:00926405 DIN:03060687

Place : Mumbai

Date : 28th November, 2014




NOTES ANNEXED TO AND FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014

Particulars

As at

31st March, 2014

As at

31st March,

2013

Rs.

Rs.

1

Share Capital

(a)

Authorised

90,00,000 Equity Shares of Rs. 10 each

90,000,000

90,000,000

(B)

Issued, Subscribed and Paid up

87,46,520 Equity Shares of Rs 10 each

87,465,200

87,465,200

Total

87,465,200 87,465,200

(c)

Reconciliation of number of Shares and

Amount

Number of

Shares Amt. (Rs.)

Number of

Shares Amt. (Rs.)

As per last financial statement

8,746,520 87,465,200

8,746,520

87,465,200

Add : Changes during the year - -

-

-

Less : Shares bought back during the year - -

-

-

Balance as at the year end

8,746,520 87,465,200

8,746,520

87,465,200

(d)

Shareholders holding more than 5% Number of

shares % of Holding

Number of

shares

% of

Holding

i) Krishna Kumar Menon

2,284,368 26.12

2,284,368

26.12

ii) Dr. Nitin S. Paranjpe

1,218,932 13.94

1,218,932

13.94

iii) Balkrishna K. Tendulkar

602,400 6.89

602,400

6.89

(e)

Rights and preferences attached to Equity Shares

The Company has only one class of equity shares having a par value of `10 per share. Each holder of the equity shares is

entitle to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by Board

of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company the holders of Equity shares are entitled to receive remaining assets of the

Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity

shares held by the shareholders.

(f)

Compnay has allotted 87,46,520 equity share as fully paid up pursuant to scheme of demerger without payment being

received in cash.



PARTICULARS

As at

31st March,

2014

As at

31st March,

2013

Rs.

Rs.

2. Reserves and Surplus

a Capital Reserves

57,216,485

57,216,485

b General Reserve

As per last Financial Statement

-

-

Less: Transferred to Equity Capital

-

-

-

-

c Surplus/(Deficit) in the Statement of

Profit and Loss

As per last Financial Statement

12,955,647

26,864,796

Add: Profit as per the annexed Statement of

Profit and Loss

(1,127,908)

(13,909,149)

11,827,739

12,955,647

Total (a + b + c + d)

69,044,224

70,172,132

3 Long-term Borrowings

Secured Loans :

i) Term Loan from :

Bank 11,351,920 11,047,986

Non-Banking Financial Corporation 133,972,553 138,967,867

145,324,473 150,015,853

Rs.1.14 Crore secured by way of, exclusive hypothecation of Furniture & Fixtures, electrical installation etc. and

mortgage/charge of certain immovable properties situated at, EL-80, Electronic Zone, MIDC Village, Mahape TTC,

Navi Mumbai. The Loan carries interest rate of 14.50 % p.a. and repayment is to be done in 67 monthly installments.

Rs. 13.40 [Rs. 13.90] Crore secured by way of, exclusive mortgage/charge of certain immovable properties

situated at, Building No.2, Sector 2, Millenium Business Park, Mahape, Navi Mumbai, Maharashtra. The

Loan carries interest rate of 15.5% p.a. and repayment is to be done in 87 monthly installments. ii) Cash Credit Facility

Public Sector Bank 10,420,680 -

10,420,680 -

Total (i+ii) 155,745,153 150,015,853



NONO NOTES ANNEXED TO AND FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014

4 Deferred Tax Liabilities (Net)

Timing differences on account of :

Book and tax depreciation 36,549,540 33,117,035

36,549,540 33,117,035

5 Other Long-Term Liabilities

Lease Deposits 20,868,215 24,217,790

20,868,215 24,217,790

6 Trade Payables

Micro, Small and Medium Enterprises - -

Others 6,094,864 2,827,740

6,094,864 2,827,740

7 Other Current Liabilities

Advances received from customers - 1,635,526

Other Payables

Duties and Taxes 11,504,876 6,591,074

Employee payables 1,687,241 751,728

Others - 771,014

13,192,117 9,749,342



MMS INFRASTRUCTURE LTD.

NOTES ANNEXED TO AND FORMING PART OF BALANCE-SHEET AS AT 31ST MARCH, 2014

8. FIXED ASSETS

Particulars Gross Block Depreciation Net Block

As at

1st April, 13

Acquisiti

ons/Addit

ions

during

the year

Deductions/

adjustment

during the

year

As at

31st March,

14

As at 1st

April, 13

For the

year

Deducti

ons/adju

stment

during

the year

As at

31st March,

14

As at

31st March,

14

As at

31st March,

13

Tangible Assets

Office Premises 135,426,608 - - 135,426,608 22,584,653 2,207,454 - 24,792,107 110,634,501 112,841,955

Furniture &

Fixtures

98,518,321 1,349,032 - 99,867,353 57,221,982 6,285,041 - 63,507,023 36,360,330 41,296,339

Office

Equipment

170,743 29,975 - 200,718 13,274 9,443 - 22,717 178,001 157,469

Electrical

Instalation

15,786 207,420 - 223,206 15,786 5,809 - 21,595 201,611 -

Air Conditioner 5,586,050 136,125 - 5,722,175 2,679,187 268,374 - 2,947,561 2,774,614 2,906,863

Vehicles 1,075,980 - - 1,075,980 596,272 102,218 - 698,490 377,490 479,708

Total 240,793,488 1,722,552 - 242,516,040 83,111,154 8,878,339 - 91,989,493 150,526,547 157,682,334

Previous Year 245,786,888 - 4,993,400 240,793,488 74,475,011 8,819,441 183,298 83,111,154 157,682,334 -





Particulars

As at

31st March,

2014

As at

31st March,

2013

Rs.

Rs.

9 Non - Current Investments

Long Term, Non-Trade, quoted and at Cost

Face

Value

(Rs.)

Investment in Equity instruments :

60 Shares in Central Bank of India 10 6,120

6,120

20 Shares in Indo Count. Ind. Ltd. 10 530

530

672 Shares in J.K. Cement Limited 10 99,456

99,456

35 Shares in Mahindra & Mahindra Financial

Ser. Ltd. 10

7,000

7,000

66 Shares in Patel Engineering Limited 10 29,040

29,040

20 Shares in Plethico Pharmaceuticals Limited 10 6,000

6,000

125 Shares in Power Grid Corp Of India Ltd. 10 6,500

6,500

154,646

154,646

10 Long-Term Loans and Advances

Deposit with Government authorities 1,846,955

1,146,955

TDS receivable from Income tax department 26,322,796

22,701,878

28,169,751

23,848,833

11 Trade Receivables

(Unsecured, considered good )

Outstanding for a period exceeding six months

-

-

Others

203,422

16,336

203,422

16,336





Particulars

As at

31st March, 2014

As at

31st March, 2013

Rs.

Rs.

12 Cash and Bank balances

Cash and Cash Equivalents

Cash in Hand 426,342

Balances with Banks 113,985

27,498

Total 540,327

27,498

13 Short-Term Loans and Advances

(Unsecured, considered good)

Loans and advances given to related party* 209,303,189

195,805,363

Advances given to :

Suppliers -

-

Employees 24,796

27,864

209,327,985

195,833,227

*Maestros Mediline Systems Limited 209,303,189

195,805,363

14 Other Current Assets

Margin money with Depositary 36,635

2,218

36,635

2,218




NOTES ANNEXED TO AND FORMING PART OF STATEMENT OF PROFIT AND LOSS FOR THE

YEAR ENDED 31ST MARCH, 2013

15 Revenue from Operations

Income from Subletting of Immovable properties 36,209,167

23,613,811

Damage Claim received -

265,000

36,209,167

23,878,811

16 Other Income

Interest received on Bank deposits 4,671

-

Dividend Received -

49,214

Profit on Sale of Investment -

864,457

Other Miscellaneous Income 2,093,156

808

2,097,827

914,479

17 Employee Benefits

Salary and Wages 2,205,126

2,636,398

Contribution to Provident and Other Funds 168,046

189,580

Staff Welfare 180,000

-

2,553,172

2,825,978




NOTES ANNEXED TO AND FORMING PART OF STATEMENT OF PROFIT AND LOSS FOR THE

YEAR ENDED 31ST MARCH, 2014

Particulars For the year ended

31st March, 2014

For the year

ended 31st March,

2013

Rs.

Rs.

18 Finance Costs

Interest Expenses

on borrowings 17,330,524

19,359,972

17,330,524

19,359,972

19 Other Expenses

Legal and Professional 164,681

703,218

Travelling and Conveyance 5,000

-

Payments to the Auditors as :

Statuory Audit 220,000

220,000

Tax Audit 80,000

80,000

Rates and Taxes 1,021,000

722,112

Insurance 46,735

-

Electricity, Power, Fuel 6,624

798,974

Repairs and Maintenance

Building 1,802,007

735,296

Machinery -

-

Others -

83,458

Loss on sale of Investment -

1,264,403

Membership Subscription Charges 15,000

162,922

Bank Charges 73,279

1,045

Printing & Stationary 29,685

-

ROC Fee 16,838

-

Soiciety Maintainance Charges 596,961

-

Freight and Forwarding Expenses 9,813

-

Miscellaneous Expenses 18,243

84,606

4,105,865

4,856,034




20. SIGNIFICANT ACCOUNTING POLICIES & NOTES TO THE ACCOUNTS:

A. SIGNIFICANT ACCOUNTING POLICIES:

i) Basis of Accounting

The financial statements of the Company are prepared in accordance with generally accepted

accounting principles in India (Indian GAAP). The Company has prepared these financial statements

to comply in all material respects with the accounting standards notified under the Companies

(Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act

1956. The financial statements are prepared on an accrual basis and under the historical cost

convention.

ii) Presentation and disclosure of financial statements

During the year ended 31 March 2012, the revised Schedule VI notified under the Companies Act

1956, has become applicable to the Company, for preparation and presentation of its financial

statements. The adoption of revised Schedule VI did not have any impact on recognition and

measurement principles followed for preparation of financial statements. However, it has significantly

impacted the presentation and disclosures made in the financial statements.

iii) Revenue Recognition

The Company follows the mercantile system of accounting and recognises income and expenditure on

accrual basis. The principles of revenue recognition are given below:

(a) Dividend income is recognised when the right to receive dividend is established.

(b) Incomes from subletting of immovable properties are booked based on agreements/arrangements

with the concerned parties.

iv) Use of Estimates

The preparation of financial statements in conformity with the generally accepted accounting

principles require estimates and assumptions to be made that affect the reported amounts of assets and

liabilities on the date of the financial statements and the reported amounts of revenues and expenses

during the reporting period.



Differences between the actual results and estimates are recognised in the period in which the results

are known / materialised.

v) Fixed Assets and Depreciation

a) Fixed Assets

All fixed assets are stated at cost of acquisition/construction less depreciation. Cost includes

acquisition and all identifiable expenditure incurred to bring the assets to its present condition and

location.

Fixed Assets are eliminated from financial statements, either on disposal or when retired from

active use. Such assets are removed from fixed asset records on disposal.

b) Depreciation

Depreciation is provided (except in case of Leasehold Land which is being amortised over the

period of lease) on straight-line method at the rates and in the manner prescribed in Schedule XIV

of the Companies Act, 1956. Depreciation on additions/deletions to assets during the period is

provided on a pro-rata basis from / up to date of addition or deletion, as the case may be.

vi) Investments

Long Term investments are stated at cost. Provision for diminution in value of long- term investments

is made only if such a decline is other than temporary.

vii) Borrowing Costs

Borrowing costs attributable to the acquisition and construction of assets are capitalised as part of the

cost of respective assets up to the date when such assets are ready for its intended use. Other

borrowing costs are charged to the revenue in the period in which they are incurred.

viii) Retirement Benefits

(a) Contributions are made by the Company to provident fund on a monthly basis and charged to

Profit & Loss Account.

(b) Provision has been made in respect of gratuity & leave encashment on accrual basis if any.

ix) Income Tax

Income Tax is accounted for in accordance with Accounting Standard 22 (AS 22) on “Accounting for

Taxes on Income” issued by the Institute of Chartered Accountants of India. Tax expense comprises

both current and deferred tax. Current tax is measured at the amount expected to be paid to / recovered

from the tax authorities using the applicable tax rates. Deferred tax assets and liabilities are recognised

for future tax consequences attributable to timing differences between taxable income and accounting

income that are capable of reversing in one or more subsequent periods and are measured using the

relevant enacted tax rates. At each Balance Sheet date, the Company reassesses unrealised deferred



tax assets to the extent they have become reasonably certain or virtually certain of realisation, as the

case may be.

x) Contingencies & Events Occurring after the Balance Sheet Date

(a) Accounting for contingencies (gains and losses) arising out of contractual obligations, are made

only on the basis of mutual acceptances. These are disclosed by way of notes to the Balance Sheet.

(b) Provision is made in the accounts in respect of those contingencies which are likely to materialise

into liabilities after the year-end, till the date of approval of the accounts by the Board of Directors

and have material effect on the position stated in the Balance Sheet.

As per our attached Report of even date For and on behalf of the Board of Directors

For and on behalf of RAR & Associates


Firm Registration Number : 100431W

Anil Goyal Sd/- Sd/-

Dr.K.K.Menon Mr. Rajiv Nair

Partner Director

Director

Membership No. 43429 DIN:00926405

DIN:03060687

Place : Mumbai

Date : 28th November, 2014




Regd. Office: Plot No. El/63, TTC Industrial Area, Electronic Zone, Mahape, Navi Mumbai - 400701

[CIN: U70109MH2010PLC200253] [Website: www.maestros.net]

ATTENDANCE SLIP

(To be presented at the entrance duly signed)

Folio No./DPID & Client ID:

Name :

Address :

I hereby record my presence at the FIFTH ANNUAL GENERAL MEETING of the Company at

…………………………………………………………………………………...

SIGNATURE OF THE ATTENDING MEMBER /PROXY:__________________________________________

…………………………………………………………………………………………………………………………

…………………………………………………………… -----------------------------------------------------------------------------------------------------------------------------------------------------------


Regd. Office: Plot No. El/63, TTC Industrial Area, Electronic Zone, Mahape, Navi Mumbai - 400701

[CIN: U70109MH2010PLC200253] [Website: www.maestros.net]

PROXY FORM

(To be presented at the entrance duly signed)

Name of the member(s) :

Registered address :

E-mail ID :

Folio No/Client ID : DP ID :

I/We .................................................................................. of .................................. .................................... being a

member(s) of MMS Infrastructure Limited, hereby appoint:

1. Name : ……………………………………. Address :……………………………………………………

E-mail Id : ……………………………………..Signature : ………………………. or failing him

2. Name :……………………………………… Address :……………………………………………………

E-mail Id :…………………………………….. Signature : ………………………..or failing him

as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Firth Annual General Meeting

of the Company to be held on Monday , the 22nd

December, 2014 at 04.30 pm at

……………………………………………………………. and at any adjournment thereof in respect of such

resolutions as are indicated below :

Ordinary Business:

1. Adoption of financial statements for the year ended 31st March, 2014 together with Auditors’ Report and

Directors’ Report

2. Appointment of Auditors and fixing their remuneration.

3. To appoint a director in place of Mr. Rajiv Nair who retired by rotation and being eligible, offers himself for re-

appointment.

Special Business :

4. Appointment of Ms. Vasundhara Atre as an Independent Director of the Company.

5. Appointment of Mr. Murlidharan Nair as an Independent Director of the Company.

Signed this ............. day of............................................................, 2014

Signature of the shareholder : _________________________________________

Signature of Proxy holder(s) : _________________________________________

Notes : 1. This form in order to be effective should be duly completed and deposited at the Registered Office of the

Company at ……………………………….., not less than 48 hours before the commencement of the Meeting.

2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of 5th

Annual General Meeting.

Rs. 1/-

Stamp

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