| Dear Members,
The 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
2013-14 2012-13
Particulars (in Rs.) (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. Directors
The Board have appointed Mr. Rajiv Krishnan Nair w.e.f. 1st April,
2013.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. Public Deposits
The Company has not accepted any Fixed Deposits from the Public /
Shareholders.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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
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