MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED (Formerly Known as Mahamaya InvestmentsLimited)
Your Directors have great pleasure in presenting 35th ANNUAL REPORT alongwith the Consolidated Audited Balance Sheet and Profit And Loss Account for the periodended 31st March 2015.
1. FINANCIAL RESULTS
The financial Results are briefly indicated below:
| || ||(Amt in Rs.) |
|PARTICULARS || |
| ||31.03.2015 ||30.06.2014 |
|Total Income ||300000 ||Nil |
|Total Expenditure ||1151233 ||793351 |
|Profit/(Loss) before Taxation ||(851233) ||(79351) |
|Extra Ordinary Items ||0 ||0 |
|Profit/(Loss) after Extra Ordinary Items and Taxation ||(851233) ||(793351) |
|Profit/(Loss) Brought Forward ||(24030186) ||(23236835) |
|Balance carried to Balance Sheet ||(24881419) ||(24030186) |
2. REVIEW OF OPERATIONS
There were no business operations performed during the financial year. Therefore theCompany has incurred a loss of Rs 851233/- during the current financial year.
In view of losses your Directors do not recommend any dividend as such.
4. FUTURE PROSPECTS
Company's business is of providing all kind of services relating to InformationTechnology (IT).
The focus of the company is towards increasing the demand of the services in the marketand make the company profitable from loss making.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year
6. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3)(m)ofthe Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as Annexure A toDirector's Report.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed alsodiscussed at the meetings of the Audit Committee and theBoard of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors. Significant audit observations and follow upactions thereon are reported to the Audit Committee.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does notfall within purview of Section 135 of the Companies Act 2013 and hence itis not required to formulate policy on corporate social responsibility.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The particulars of loan made under Section 186 of the Companies Act 2013 have beendisclosed in note 7 of the financial statement.
The particulars of investments made under Section 186 of the Companies Act 2013 havebeen disclosedin note 6 of the financial statement.
The Company has not given any guarantee.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as AnnexureBto Director's report.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The auditors' report and secretarial auditors' report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure which forms part of this report.
12. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished as Annexure Cto Director's Report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year the Board had met five times (5) on 26th May2014 ; 14th August 2014 28th August2014 14th November2014 and 14th February 2015.
14. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 The Board of Directors of theCompany hereby confirm:
(i) That in the preparation of the annual accounts the applicable accounting standardshave been followed and there has been no material departure.
(ii) That the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 312015 and that of the profit ofthe Company for the year ended on that date.
(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
(iv) That the annual accounts have been prepared on a going concern basis. and
(v) The Board has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.-
(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company has neither accepted nor renewed any deposits during the year under review.
16. PARTICULARS OF REMUNERATION
No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beenprovided as there are no employees drawing remuneration in excess of the prescribedlimits.
As the remuneration of Director's is nil the information as required under section 197(12) of theCompanies Act 2013 the median salary paid to the employees of the company isat a comparative level with that paid to the director's.
The Nomination and Remuneration Committee of the Company has affirmed at its meetingheld on February 14 2015 that the remuneration is as per the remuneration policy of theCompany.The Policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is available on Company'swebsite: www.mosil.co
Mrs. Jayshree Gupta was inducted as an Additional Director on the Board of the Companyon 31st March 2015 in order to comply with the provisions of Section 149 ofthe Companies Act 2013 requiring a listed Company to have a woman Director. She wouldhold office till the conclusion of ensuing Annual General Meeting.Your Directors herebyrecommends her appointment as Director of the Company and resolution for her appointmentis put forward for your approval.
Mr. Jethalal Goswami resigned from the office of Directorship with effect from 14thAugust 2015. Your Directors place their appreciation forthe work done by him during histenure.
The Board of Directors at their meeting held on August 14 2015 approved re-appointmentof Mr. Harilal Singh as Executive Director and CFO subject to approval of Shareholders atensuing Annual General Meeting of your Company for a further period of three yearscommencing from August 14 2015 to August 13 2018.
The Company has received notice in writing from member along with requisite feeproposing candidature of Mrs. Jayshree Gupta and Mr. Harilal Singh as Directors of theCompany. Your Directors recommend their appointment.
18. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013soas to qualify themselves to be appointedas Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
M/s C.P.Jaria & Co Chartered Accountants Mumbai registered with the Institute ofChartered Accountants of India vide firm registration no 104058W who were appointed asStatutory Auditors at their Annual General Meeting held on 15th December 2014for the period of three (3) years. i.e for the Annual General Meeting to be held in year2017 subject to ratification at each Annual General Meeting. The Company has receivedletter from them to the effect that their appointment if made would be within theprescribed limits under Section 141 (3)(g) of the Companies Act 2013 and thatthey are notdisqualified from appointment
The resolution for ratification of his appointment is put forward for your approval inthe ensuing Annual General Meeting.
20. INTERNAL AUDITORS
The company has appointed M/s Priyanka Patel Chartered Accountant having firmregistration no 134011Was internal auditor of the company for financial year 2015-16.
21. SECRETARIAL AUDITOR
The Company has appointed M/s HS Associates Company Secretaries as SecretarialAuditor of the Company to carry out the Secretarial Audit for the Financial Year 2015-16and to issue Secretarial Audit Report as per the prescribed format under rules in terms ofSection 204(1) of the Companies Act 2013 and Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Their report is appended to this reportas Annexure D to Director's Report.
22. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India isannexed to this report.
23. CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated under Clause 49of the Listing Agreement forms part of the Annual Report.
The Certificate from the Auditor's confirming compliance with the conditions ofCorporate Governanceas stipulated under Clause 49 is also published elsewhere in thisAnnual Report.
24. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 312015 the Company does have a Indian subsidiary Company. Company hasprepared Consoldate financial statement for the F.Y 2014-2015.The statement containing thesalient feature of the finanaal statement of a company's subsidiary is in Form AOC-1. isappended as Annexure E to this report.
25. CORPORATE GOVERNANCE REPORT
The Company has obtained Corporate Governance Certificate from M/s C. P. Jaria &Co. Chartered Accountants Surat Statutory Auditors of the Company and is annexed hereto.
A separate Report on Corporate Governance is also annexed hereto and marked as AnnexureF to this Report.
26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members Two non-executive Director andOne executive Director *Mr. Nikunj Pancholi: Chairman *Mr. Girdharilal Khuha -Member Mr.Neeraj Gupta : Member
*Mr. Harilal Singh ceased to member of Audit Committee from 14th Februray 2015.
*Mr Jethalal Goswami resigned on 14th August 2015 Mr. Nikunj Pancholi wasappointed as chairman and Mr Girdharilal Khuha was inducted as member on 14thAugust 2015
The above composition of the Audit Committee consists of independent Directors viz.Mr. Nikunj Pancholi and Girdharilal Khuha who form the majority.
The Company has established a vigil mechanism policy to oversee the genuine concernsexpressed by the employees and other Directors. The Company has also provided adequatesafeguards against victimization of employees and Directors who express their concerns.The Company has also provided direct access to the chairman of Audit Committee onreporting issues concerning the interests of co employees and the Company. The VigilMechanism Policy is available atthe website of the company: www.moisl.co
27. Annual evaluation by the Board
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance
iv. Providing perspectives and feedback going beyond information provided by themanagement
v. Commitment to shareholder and other stakeholder interests
vi. The evaluation involves Self-Evaluation by the Board Member and subsequentlyassessment by the Board of Directors. A member of the Board will not participate in thediscussion of his / her evaluation.
28. COMMITTEES OF THE BOARD
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently three Committees of the Board as follows:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance a part ofthis Annual Report.
29. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable.
30. REGISTERED OFFICE:
The registered office of the company is shifted with the approval of the Board obtainedin the meeting dated 14th August 2015 from Flat No.53 5th FloorBuilding No.11 Vijay Vilas Tores Building GB Road Kaveser Thane Maharashtra 400615.toOffice No 11:1st Floor Kris Korner Commercial Plaza Opp Saraswati VidhyalyaBehind Muchhala College G B Road Thane (W) Mumbai Maharashtra-400615.
31. PREFERENTIAL ISSUE :
The Company allotted 2000000 equity shares of Rs 10each on preferential bases on27thJanuary 2015pursuant to terms and condition of SEBI ( Issue of Capital andDisclosure Requirement) Regulation 2009 & special resolution passed in the AnnualGeneral Meeting held on 15th December 2014.
32. UTILIZATION OF PREFERENTIAL ISSUE PROCEEDS:
During the financial year 2014-2015 the company had raised an amount aggregating to Rs.20000000 by way of preferential issue of equity shares. The Company has utilized wholeamount i.e Rs. 20000000/- by giving loan to subsidiary Company as per the objectmentioned in the offer letter.
33. SUBDIVISION OF SHARE CAPITAL:
The Company has subdivided its existing share capital of 5001951 shares having facevalue of Rs. 10 each into 50019510 equity shares of Rs.1 each w.e.f 31stMarch 2015 for which the Company has obtained shareholders approval on 15thDecember 2014.
34. AMALGAMATION OF COMPANY
The Board of Directors had approved the proposal of Amalgamation of the Company withMillennium Online (India) Limited and therefore the Company had filed an application withBombay Stock Exchange (BSE) on 1st February 2014 for obtaining inprincipalapproval. However BSE has not granted required approval and hence noamalgamation processwas commenced.
Your Company wishes to sincerely thank all the customers commercial banks financialinstitution creditors etc. for their continuing support and co-operation.
Your Directors express their appreciation forthe dedicated and sincere servicesrendered by the employees of the company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them.
| ||BY ORDER OF THE BOARD FOR MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED |
| ||(FORMERLY KNOWN AS MAHAMAYA INVESTMENTS LIMITED) |
| ||SD/- |
|DATE : 14th AUGUST 2015 ||NEERAJ GUPTA |
|PLACE : MUMBAI ||MANAGING DIRECTOR |
| ||DIN:00073274 |