The Directors take pleasure in presenting the Thirty Ninth Annual
 Report on the business and operations of the Company together with the
 Audited Statement of Accounts for the period ended 31st March, 2012.
 
 1.  Financial Results
 
                                              [Rs.In Thousands] 
 
                                       Current       Previous 
                                       Year          Year
  
 Total Income                          324,782       398,606
 
 Less : Expenditure                    249,287       319,767
 
 Profit before Depreciation,
 Finance Charges and Tax                75,494        78,839
 
 Less : Interest and Financial Charges  39,957        29,381
 
 Less : Depreciation                    18,117        23,441
 
 Profit before Tax                      17,420        26,017
 
 Less : Provision for Taxation             145         1,729
 
 Profit / (Loss) after tax              17,275        24,288
 
 Less : Short provision for tax
 on earlier years                       (1,553)         (728)
 
 Add : Prior period items                    -             -
 
 Add : Balance brought forward
 
 from previous year                     89,337        64,322
 
 Less : Appropriated as per
 
 Scheme of Arrangement                  47,201             -
 
 Profit available for appropriation     60,964        89,337
 
 Less : Appropriations Transfer
 
 to General Reserve                          -             -
 
 Balance carried forward                60,964         9,337
 
 3.  Demerger of Electronics & Infra Division:
 
 The Electronics Division & Infra Division of the Company
 have been demerged and the same is transferred to Maestros Electronics
 & Telecommunications Systems Ltd and MMS Infrastructure Ltd with effect
 from appointed date i.e. 1st April, 2009. The Hon''ble High Court of
 Bombay has sanctioned the scheme of arrangement vide order dated 10th
 June, 2011, a certified true copy of which was received by the Company
 filed the said order with the Registrar of Companies, Bombay on dated
 15th September, 2011. Maestros Mediline Systems Ltd was holding
 43,73,260 equity shares of face value of Rs. 10/- each. Maestros Mediline
 Systems Ltd has issued and allotted 3279945 equity shares of face value
 of Rs. 10/- each to the shareholders of the Maestros Electronics &
 Telecommunications Systems Ltd on dated 6th February, 2012 in ratio 3:4
 & 8746520 equity shares of face value of Rs. 10/- each to the
 shareholders of the MMS Infrastructures Ltd on dated 6th February, 2012
 in ratio 2:1.
 
 Consequent upon demerger, becoming effective from dated 20th July,
 2011, the figures of current year are not comparable with previous
 year. The figures of previous year have been regrouped wherever
 necessary.
 
 4.  Operations:
 
 Consequent upon demerger, the Company''s operations will include
 manufacture of Medical Embedded Systems and services related to
 Information Technology.
 
 5.  Dividend
 
 Considering the need for conservation of resources, the Board does not
 recommend any dividend.
 
 6.  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.
 
 7.  Directors
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Company''s Articles of Association Dr. Nitin Paranjape retires by
 rotation, and being eligible, offers themself for re-appointment at the
 ensuing general meeting.
 
 8.  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 31,2012 and of the profit of the Company for
 the year April 1, 2011 to March 31, 2012;
 
 (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.
 
 9.  Report on Subsidiary Companies
 
 The total revenue of subsidiary has reached to 6,587,822 AED as
 compared to 1,748,352 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.
 
 10.  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.
 
 11.  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. 8,242,877/- and Rs. 1,654,400/-
 respectively are as appearing in Note no. XV I of the Notes to
 Accounts.
 
 12.  Public Deposits
 
 The Company has not accepted any Fixed Deposits from the Public /
 Shareholders.
 
 13.  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.
 
 14.  Particulars of Employees
 
 Information required pursuant to the provisions of Section 217(2A) of
 the Companies Act, 1956, read with the Companies (Particulars of
 Employees) Rules, 1975, as amended, is not applicable to your Company.
 
 15.  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.
 
 
 ADDENDUM TO DIRECTOR''S REPORT
 
 Point No. (ix) of Annexure to the Auditor''s Report
 
 There were certain defaults in remittances of undisputed outstanding
 tax liabilities.
 
 However, arrangements are being made to settle the dues.
 
 
                                 By Order of the Board of Directors 
 
                                 Dr. Krishnakumar Menon
 
                                (Chairman & Managing Director)
 
 Registered Office:
 
 Plot no. EL-63, TTC 
 
 Indl. Area, Electronic Zone,
 
 M.I.D.C., Mahape, 
 
 Navi Mumbai - 400 710,
 
 Maharashtra.
 
 Date: 31st October, 2012.