Directors Report of Maestros Mediline Systems Ltd.

Mar 31, 2014

Dear Members,

The Directors hereby present the Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

1. Financial Results

Particulars 2013-14 2012-13 (in Rs) (in Rs)

Total Income 7,02,41,643 9,98,26,542

Less: Expenditure 20,3531,122 19,09,25,972

Profit/(Loss) before Depreciation, Finance Charges and Tax (13,32,89,479) (9,10,99,430)

Less: Interest and Financial Charges 33,29,205 4,67,38,355

Less: Depreciation 99,56,221 1,87,91,752

Profit/(Loss) before Tax (14,65,74,905) (15,66,29,537)

Less: Provision for Taxation - - Less: Prior Period Taxation Adjustments - (1,17,60,179)

Add: Deferred Tax - (7,25,195)

Profit/(Loss) for the Year (14,65,74,905) (14,41,44,163)

Add: Balance brought forward from previous year (8,31,80,134) 6,09,63,530

Less: Appropriated as per Scheme of Arrangement - -

Profit available for appropriation - -

Less: Appropriations Transfer to General Reserve - -

Balance carried forward (22,97,55,039) (8,31,80,634)

2. Dividend:

Considering the need for conservation of resources, the Board does not recommend any dividend.

3. Directors

Mr. Balkrishna Tendulkar has resigned from the Board w.e.f. 1st April, 2013. The Board of Directors appointed Mr. Murlidharan Nair as an Independent Director. and Mr. Niladri Mondal as an Independent Director on the Board w.e.f. 1st April, 2013 and 16th November, 2013 respectively.

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. Code of Conduct

Your Company has a Code of Conduct as per the listing agreement which is applicable to all the Directors and senior management of the Company. The Company has received confirmations from all Directors and senior management of the Company about their compliance with the said code of conduct during the financial year ended 31st March, 2014.

6. Directors'' Responsibility Statement:

To the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors make the following statement, pursuant to Section 217 (2AA) of the Companies Act, 1956:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the profit of the Company for the year April 1, 2013 to March 31, 2014;

(iii) the proper and sufficient care has been taken 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 detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis

7. Corporate Governance-

Due to reasons beyond control, the Company was unable to comply with some of the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors'' Certificate.

8. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgoings-

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.

The particular regarding foreign exchange earnings and foreign exchange expenditure during the year of Rs. Rs.71,38,349 and Rs.97,60,186 respectively are as appearing in Note no. XIII (c) & (d) of notes to accounts.

9. Public Deposits-

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

10. Auditors and Auditors'' Report-

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 under the Companies Act, 2013.

Directors'' reply to adverse remarks in Auditors'' Report:

There were certain defaults in depositing with appropriate authorities undisputed statutory dues, but the Company has paid the dues.

Even although default in payment to financial institution is happened, but the Company has taken steps to pay the dues.

11. 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.

12. Appreciation-

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, dealers, suppliers, bankers and other business associates for their valuable service and support during the year.

For and on behalf of Board of Directors

Dr. K. K. Menon Mr. Rajiv Nair (Chairman & Managing Director) (Director)

Place : Navi Mumbai Date : 28th November, 2014

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Mar 31, 2010

The Directors take pleasure in presenting the Thirty Seventh Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the period ended 31st March, 2010.

1. Financial Results (Rs. In Thousands)

Current Previous

Year Year

Total Income 293,395 280,301

Less: Expenditure 248,241 243,986

Profit before Depreciation,

Finance Charges and Tax 45,154 36,315

Less: Interest and Financial Charges 23.853 13,943

Less: Depreciation 17,324 12,396

Profit before Tax 3,977 9,976

Less: Provision for Taxation 1,801 7,170

Profit / (Loss) after tax 2,176 2,806

Less: Short provision for tax on earlier years - 818

Add: Prior period items Add:

Balance brought forward from previous year 70,003 68,015

Profit available for appropriation 72,179 70,003

Less: Appropriations Transfer to

General Reserve

Balance carried forward 72,179 70,003

2. Management Discussion And Analysis

(a) Industry Structure and Development: The Indian economic growth enhanced to 7.4 percent in 2009-10. The performance of your Company during the year under report has shown the fall over the previous year. The total revenue for the year ended March 31, 2010 amounted to Rs.2,858.60 lacs, as against Rs.2,788.45 lacs, registering a growth by 3 per cent over the last year.

(b) Segment wise operational performance: Your Company has three main segments of business viz. Medical Embedded Systems ("MES"), Information Technology ("IT") and Electronics & Instrumentation (ELE).

The sale of MES division has increased by 22 per cent. The sale of IT division has decreased significantly by 49 per cent. The gross income from Infrastructure activity has increased significantly by 8 per cent. The sale of Electronics division has decreased significantly by 37 per cent. During the year under review your Company has upgraded its existing products with better technology and features.

(c) Outlook: The overall outlook for the Indian Economy continues to be positive and growth oriented. The focus on strengthening the health care and IT with increase in all allocation for capital goods and infrastructure related projects in Public and private sectors, both the business segments are expected to accelerate the growth rate in the year ahead.

(d) Threats and Concerns: The most important threat continues to be competition from low cost imported products.

Manpower costs are rising as many large companies are mopping the available talent pool supply of which is limited. Thus for small and mid-range companies, retaining high quality manpower is a concern.

(e) 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.

The internal control system provides well documented policies, guidelines authorization and approval procedures for its operations. Your Company maintains controls of high norms both in raw material as well as finished goods. The percentage of rejection from market has reduced drastically due to controls set up in this division.

To achieve high level of customer satisfaction, your company is regularly conducting training programs for its engineers and technical staff on continuous basis, this has resulted in call solving at the initial level itself.

The distribution activity of your Company is mainly controlled through appointing well established dealers who are experienced in this field and setting up targets for sales and service.

(f) 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. Dividend

Considering the need for conservation of resources, the Board does not recommend any dividend.

4. Equity Capital

During the year ended March 31, 2010 the Company repurchased a total of 43,702 equity shares through Bombay Stock Exchange for an aggregate consideration of Rs.20,12,840/- being 6.18% of the amount authorised for the buy back. Subsequently, the Company extinguished 43,702 equity shares on different dates.

5. Consolidated Financial Statements

As stipulated in the listing agreement with the stock exchanges, the consolidated financial statements have been prepared by the company in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements together with Auditors Report thereon form part of the Annual Report.

6. Directors

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association Mr. Ketan Shah retires by rotation, and being eligible, offers himself for re-appointment at the ensuing general meeting.

7. Directors Responsibility Statement

To the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors make the following statement, pursuant to Section 217 (2AA) of the Companies Act, 1956:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the profit of the Company for the year April 1, 2009 to March 31, 2010;

(iii) the proper and sufficient care has been taken 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 detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

8. Report on Subsidiary Companies

In the year 2007-08 your Company had set-up wholly owned subsidiary Company in Free Trade Zone, Sharjah viz. Maestros Middle East FZE. The subsidiary has been setup to focus on the Middle East Market. The subsidiary is engaged in providing IT & IT enabled services and has competencies like advance infrastructure solutions, business process and integration solutions, data management solutions etc. and specialisations like active directory, database management, exchange migration and deployment, identity & secure access etc. The total revenue of subsidiary has reached to 1,473,583 AED as compared to 1,334,767 AED of last year. Pursuant to Section 212 of the Companies Act, 1956 the annual audited accounts of the same are attached herewith and form part of this Annual Report.

9. Corporate Governance

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Listing Agreement. A separate report on Corporate Governance compliance is included as a part of the Annual Report along with the Auditors Certificate.

10. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgoings

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.

The particulars regarding foreign exchange earnings and foreign exchange expenditure during the year of Rs.5,310,397/- and Rs.3,859,626/- respectively are as appearing in Note no. XV I of the Notes to Accounts.

11. Public Deposits

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

12. Auditors and Auditors Report

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 under Section 224 (1- B) of the Companies Act, 1956.

13. Particulars of Employees

Information required pursuant to the provisions of Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to your Company.

14. Appreciation

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, dealers, suppliers, bankers and other business associates for their valuable service and support during the year.

For and on behalf of Board of Directors

Dr. N. S. Paranjape Dr. K. K. Menon Mr. B. K. Tendulkar

(Chairman) (Managing Director) (Director)

Registered Office:

Plot No. EL-63, Electronic Zone,

T.T.C Industrial Area, M.I.D.C,

Mahape, Navi Mumbai - 400 701,

Maharashtra, India.

Date: June 21, 2010.