Your Directors have pleasure in presenting herewith the 32nd Annual Report on thebusiness of the Company together with the Financial Statements for the financial yearended March 31 2017.
(Amount in Rs.)
|PARTICULARS || |
| ||31.03.2017 ||31.03.2016 ||31.03.2017 |
|Total Revenue ||148390339 ||11090662 ||148390339 |
|Total Expenses ||146491519 ||11919061 ||146491519 |
|Profit before Tax ||4040931 ||96857 ||4040931 |
|Tax Expense ||1187106 ||29057 ||1187106 |
|Deferred Tax ||-- ||-- ||-- |
|Profit after Tax ||2853825 ||67800 ||2853825 |
Considering the business needs of the Company your Directors do not propose any finaldividend for FY 2016-17. The Board recommends ratification of Interim Dividend of 2% asthe final dividend for FY 2016-17.
CHANGES IN SHARE CAPITAL
Pursuant to approval of the shareholders in their meeting held on November 30 2016the Company allotted 4000000 equity share warrants of Re. 1/- each at a premium of Rs.62.32/- on December 08 2016 on preferential basis. Subsequently these equity sharewarrants were converted into 4000000 equity shares of Re. 1/- each in multiple tranches.
The Company allotted 85049500 fully paid up bonus equity shares of face value Re.1/- each in the proportion of 1:1 to the equity shareholders of the Company on March 152017.
TRANSFER TO RESERVES
No amount has been transferred to the general reserves during the year under review.The Company has created a reserve in lieu of revaluation of assets of the Company. Thedetails of the same are disclosed in the financial statements.
The Company has neither accepted nor renewed any deposits from public as defined underthe provisions of Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014.
DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Ramabhotla Srinivasa Sudhish (DIN: 00027816) Chairman and Managing Director of theCompany is liable to retire by rotation being eligible offers himself for re-appointment.
During the year under review there were no changes in the Composition of the Board ofthe Company. Subsequently the following changes took place on the Board of the Company:
|Name of the Director DIN ||Type of Change ||Date of Change |
|Mr. Yerra Srinivas DIN 07834798 ||Appointment as Additional Director ||May 29 2017 |
|Mr. Kotturi Ravi Kumar DIN 06363981 ||Resignation as Director ||May 29 2017 |
|Mr. Vivek Kalyan DIN 01719658 ||Appointment as Additional Director ||August 26 2017 |
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013.
The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board/CommitteeGovernance.
The aspects covered in the evaluation included the contribution to and monitoring ofcorporate governance practices participation in the long-term strategic planning and thefulfillment of Directors' obligations and fiduciary responsibilities including but notlimited to active participation at the Board and Committee meetings. The Chairman of theBoard had one-on-one meetings with the Independent Directors. These meetings were intendedto obtain Directors' inputs on effectiveness of Board/ Committee processes. Further theIndependent Directors at their meeting reviewed the performance of Board Chairman of theBoard and of Non Executive Directors.
M/s. S N Murthy & Co. Chartered Accountants (FRN:002217S). Chartered AccountantsHyderabad the statutory auditors of the Company were appointed in the 29th annual generalmeeting of the Company for a term of 5 years subject to ratification by the members ofthe Company each year. In this regard the Company has received a certificate from theauditors to the effect that if they are re-appointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013. The Board proposes theirratification as the Statutory Auditors of the Company for the FY 2017-18.
The Auditors' Report does not contain any disqualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.
SECRETARIAL AUDIT REPORT:
Sarada Putcha Practicing Company Secretary (C.P. No. 8735) conducted the secretarialaudit of the Company for the financial year 2016-17 as required under Section 204 of theCompanies Act 2013 and rules there-under. The secretarial audit report for FY 2016-17forms part of this Annual Report as Annexure - I. The report contains certainqualifications/observations as follows:
Management response to qualifications/observations of Secretarial Auditor:
1. The said delays were due to technical and procedural difficulties faced by theCompany at the time of filing necessary applications/ corporate actions with concernedauthorities as the preferential allotment and bonus issue of equity shares occurredsimultaneously.
2. Due to technical issues there was a delay of 1 day in filing of shareholdingpattern for the quarter ended September 30 2016 with the BSE Limited The requisitepenalty was paid to the BSE Limited for the said delay.Necessary explanations have beengiven and required steps have been taken to resolve the matter. Both the matters havebeen resolved.
The Board is acutely conscious of its compliance obligations under various laws and duecare will be taken to avoid such instances in future.
Listing on BSE Ltd.
The equity shares of the Company were listed on Delhi Stock Exchange which is nowderecognized. The Company made an application before BSE Ltd. for direct listing of itsequity shares on exchange platform. The application was approved and BSE Ltd. has accordedtheir listing and trading approval vide letters dated July 26 2016.
Change of RTA
The Company has changed its Registrar and Share Transfer Agent from CIL SecuritiesLimited to Karvy Computershare Private Limited. The Company has executed TripartiteAgreements with the newly appointed RTA - Karvy Computershare Private Limited anddepositories namely CDSL & NSDL on June 13 2017 and June 09 2017 respectively.
Incorporation of Wholly Owned Subsidiary
The Company has incorporated a Wholly Owned Subsidiary in the name and style"MIENT Hospitality LLC" Utah USA on December 19 2016. The LLC is formed withthe object of carrying the business of acquiring & running hotels and relatedbusinesses in line with the diversification plans of the parent company.
This being the first year of Incorporation of the Foreign Subsidiary there were nooperations in the Company.
The Audit Committee of the Company is duly constituted. The following are the members:
|Ms. Krishnapriya Vincent ||: Chairman and Member |
|Mr. Srinivasa Murthy Banda ||: Member |
|Mr. Ramabhotla Srinivasa Sudhish ||: Member |
NOMINATION AND REMUNERATION POLICY
A committee of the Board has been formed which is named as "Nomination andRemuneration Committee" which has been entrusted with the task to recommend a policyof the Company on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters and to frame proper systems for identification appointment of Directors &KMPs Payment of Remuneration to them and evaluation of their performance and to recommendthe same to the Board from time to time. Nomination and Remuneration Policy of the Companyis enclosed herewith as Annexure - II.
The following is the composition of the Nomination and Remuneration Committee:
|Mr. Srinivasa Murthy Banda ||Chairperson and Member |
|Ms. Krishnapriya Vincent ||Member |
|Mr. Yerra Srinivas ||Member |
INVESTOR GRIEVANCE COMMITTEE
The following is the composition of the Investor Grievance Committee
|Mr. Yerra Srinivas ||: Chairperson and Member |
|Mr. Srinivasa Murthy Banda ||: Member |
|Mr. Ramabhotla Srinivasa Sudhish ||: Member |
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 in connection with corporatesocial responsibility are not applicable to the Company.
A vigil mechanism for directors and employees to report genuine concerns has beenestablished. The vigil mechanism policy has been uploaded on the website of the Company.
RISK MANAGEMENT POLICY
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. There are no material risks which threaten the very existence of thecompany.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls which commensurate with the sizeof the business of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 Your Directors' confirm that:
i. in preparation of annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures;
ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year endedMarch 31 2017 and of the profit and loss of the Company for the year;
iii. the Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. the Directors had prepared the annual accounts on a going concern basis;.
v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
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.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE OUTGO
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is enclosed herewith as Annexure-III.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure -IV.
During the year under review twelve (12) board meetings were held on 30.05.201622.06.2016 11.07.2016 16.08.2016 01.09.2016 08.09.2016 03.11.2016 14.11.201608.12.2016 14.02.2017 18.02.2017 and 15.03.2017. All the Directors of the Companyattended all the Board Meetings.
Audit Committee meetings were held on 30.05.2016 11.07.2016 14.11.2016 and14.02.2017. Nomination and Remuneration Committee meeting was held on 01.09.2016.Stakeholders Committee meeting was held on 30.05.2016. All the members of the respectivecommittees attended all the committee meetings
PARTICULARS OF EMPLOYEES
Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 during the financial year no employee was in receipt ofremuneration of Rs. 1.02 Crore or more or where employed for part of the year was inreceipt of Rs. 8.5 Lakh or more a month.
Disclosure under Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 is enclosed as Annexure - V.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is enclosed as Annexure - VI to this report.PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
Details of investment made by the Company are given in the Notes to the FinancialStatements.
During the year under review the Company has not granted any Loans or given guaranteescovered under Section 186 of the Companies Act 2013.
A separate report on Corporate Governance is provided together with a Certificate fromthe Statutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Listing Regulations. A Certificate of the MD and CFO of theCompany in terms of Listing Regulations inter alia confirming the correctness of thefinancial statements and cash flow statements adequacy of the internal control measuresand reporting of matters to the Audit Committee is also annexed.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company.
DETAILS OF SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review the Company has incorporated a Wholly Owned Subsidiary inthe name and style "MIENT Hospitality LLC" USA on December 19 2016. The LLC isformed with the object of carrying the business of acquiring & running hotels andrelated businesses which is in line with the diversification plans of the parent company.
The Company does not have any associate and joint ventures as on March 31 2017.
There are no companies which have ceased to be its Subsidiaries and/or which havebecome or ceased to be its joint ventures or associate companies during the financial year2016-2017. Pursuant to the provisions of Section 129(3) of the Act a statement containingsalient features of the financial statements of your Company's Subsidiary in Form AOC-1 isattached to the Financial Statements of your Company as Annexure - VII
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
4. No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year and date of report.
5. No change in the nature of business of the Company.
Your Directors further state that during the year under review there were no casesfiled/registered pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Your Directors place on record their appreciation of the continued patronage extendedto the Company by bankers dealers customers suppliers employees and shareholders. Thetrust reposed in your Company by its esteemed customers helped stabilized growth duringthe year review.
Your Company also acknowledges the support and guidance received from its Bankersother government agencies during the year under review and look forward to continuingsupport.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Ramabhotla Srinivasa Sudhish |
|September 4 2017 ||Chairman &Managing Director |
|Hyderabad ||DIN:00027816 |