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Mobile Telecommunications Ltd.

BSE: 532127 Sector: Consumer
NSE: N.A. ISIN Code: INE770B01026
BSE LIVE 14:08 | 04 Sep Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.85
PREVIOUS CLOSE 3.00
VOLUME 1
52-Week high 4.75
52-Week low 2.25
P/E
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.85
Sell Qty 326779.00
OPEN 2.85
CLOSE 3.00
VOLUME 1
52-Week high 4.75
52-Week low 2.25
P/E
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.85
Sell Qty 326779.00

Mobile Telecommunications Ltd. (MOBILETELECOM) - Director Report

Company director report

The Members

To Your Directors are pleased to presenting the Twenty First Annual Report and AuditedAccounts for the year ended March 31 2016.

FINANCIAL RESULTS

(Rs in lacs)

31st March 2016 31st March 2015
Total Income 12536.85 16787.20
Total expenditure 12355.91 16556.54
Operating profit (PBIDT) 180.93 230.66
Depreciation 272.89 97.85
Finance Cost 86.31 89.97
Profit Before Exceptional Items (178.27) 42.83
Profit before Taxation/Prior period Adjustment (178.27) 42.83
Provision for Tax - -
Current Tax 6.00 8.50
Deferred Tax (50.00) 8.18
Profit after Taxation (134.27) 26.14

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

BUSINESS OPERATIONS

During the year under review total revenue was 12536.00 Lacs as compared to Rs.16787.00 Lacs in the previous year thereby a decrease of 25.30% and operating profit atRs.180.93 Lacs as compared to Rs. 230.66 Lacs in the previous year the register a decrease21%.

Your Directors would like to state that during the year under review an expanssion planwas implemented which has partially affected the operations of the company in view ofadditional construction and erection and commissioning of wire and cable machinery at itsNashik Factory.

During the year as per the requirements of schedule II of Companies Act 2013 theprovision of Depreciation has been provided and it has resulted in Net loss due to theamount of additional depreciation provided as per the requirement of Scheduled II ofCompanies Act 2013 which is mandatory to provide for last 15 years or as per the age ofthe Fixed Assets from the date of purchase an increased depreciation as per the MCAnotification dated 26/03/2014 has resulted in additional provision of depreciation ofRs.205.88 lacs. Hence it has resulted in the Net loss of Rs.178.27 lacs.

If we consider the performance under review without this exceptional item the companyhas made a Net profit of Rs.27.61 lacs which is good looking at the first year ofcommencement of operations of manufacturing activities in some new segments as a newentrant company has offered its product at a lower margin because of the paucity ofworking capital.

Your Directors wish to inform that the focus is now shifted to manufacturing businessand the initials of Government Of India to provide the electronics manufacturing. Yourdirectors have decided bond. Committed all the resources of the company for manufacturingservices.

Due to rising NPAS the Banks were reluctant to finance the BPO and software business.The company has exited from the software business and the manufacturing and trading ofelectronic was the only focus area of the company.

Due to delay in sanction of loan and melt down of economy in China some of the proposedactivities have to be curtailed and postponed. The company could not get the properco-operation from its foreign partners.

Your Directors are pleased to inform that an in principle sanction of the loan isavailed and the full fledged activities will be started in the month of October.

ACHIEVEMENT

You are aware that our Company’s operations are widely spread across variousdomains .In order to achieve greater efficiency and speedy action with regard to services.The company was in the process of finding right partners to support it in the mainlandchina and Hong Kong Now We have found technical and financial partners M/s SunfairElectric Wires and Cables HK ltd. and SW VENTURES to support the company in its growthplan this will help the Company to create better goodwill in the market.

DIVIDEND

In view of the economic condition coupled with inflation and requirement of the fundsfor the projects your Directors regret their inability to declare the Dividend for theyear.

CHANGE IN NATURE OF BUSINESS IF ANY:

There has been no change in the nature of business of the Company during the year underreview.

AMOUNTS TRANSFERRED TO RESERVES:

The Financial Highlights contains the amounts proposed to be transferred to reserves.

NUMBER OF BOARD MEETINGS AND AUDIT COMMITTEE MEETING:

During the Financial Year 2015-16 5 (Five) meetings of the Board of Directors and 5(Five) Meeting of the Audit Committee were held The details of which are given inCorporate Governance Report. The Intervening gap between the Meeting was within the periodprescribe under Companies Act 2013

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has not made any investment given any guarantee or provided any securityduring the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribedformat AOC 2 has been enclosed with the report.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS SWEAT EQUITY ESOS ETC:

The Company has not issued any Equity Shares with differential voting rights sweatequity shares or ESOS.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes / events occurring after balance sheet date tillthe date of the report to be stated.

DETAILS OF INTERNAL FINCNANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

Your Company has put in place adequate internal financial controls with reference tothe financial statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under section 134 (3) M of the Companies Act 2013read together with theRule 8 of the Companies (Accounts ) Rules 2014 the relevant information is given below.

A. Conservation of Energy: The operations of the Company are not energy intensive.However energy conservation measures are being taken for regular preventive maintenanceof all equipments. This enhances productivity and efficiency of the equipment resulting inpower saving.

B. Technology Absorption: As the Company has not acquired any technology the questionof absorption of technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgo duringthe year:

FOB Value of Exports Rs. Nil
CIF Value of Imports Rs. Nil
Expenditure in foreign currency Rs. Nil

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES

There is no subsidiary Joint Venture or Associate Company.

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans.

Your Company through its risk management process strives to contain impact andlikelihood of the risks within the risk appetite as agreed from time to time with theBoard of Directors.

There are no risks which in the opinion of the Board threaten the existence of your

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a vigil mechanism for Directors employees any other individual ororganization to report to the management instances of unethical behaviour actual orsuspected fraud or violation of the Law or any other concerns/grievances. The mechanismprovides for adequate safeguards against victimization of Director(s) and Employee(s) whoavail of the mechanism. In exceptional cases Directors and Employees have direct accessto the Chairman of the Audit Committee.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL:

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

DEPOSITS:

During the financial year 2015-16 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2015-16 the Board of Directors appointed Mrs. Charmi AnilVedmehta as an Director with effect from 14th February 2015 and she is furtherproposed to be appointed as Independent Director of your Company at the this AGM.

Mr. Mukund Chandrakant Pinplikar & Mr. Suhas Jadhav Director is retiring byrotation.

AUDITORS

M/s. Mahesh Kumar Jain & Co. (having firm Registration No. –047473) CharteredAccountants have given their consent to become statutory auditors of the Company and hasbeen appointed in last Annual General Meeting for the period of 5 years subject to theratification of the the Shareholder in every Annual General Meeting till the conclusionannual general meeting of the Company to be held in the year 2019.

EXPLANATION TO AUDITOR’S REMARKS:

There has been no qualification or adverse remark in the Report of the StatutoryAuditors of the Company.

DIRECTORS COMMENTS ON QUALIFICATION(S) RESERVATION(S) OR ADVERSE REMARKS OF THEAUDITORS:

1. The Company Does not have Fixed Assets Records-Company is implementing an expansionat its factory. Work in progress is likely to to be capitalized in next financial year.Than the same will be carried out in the required format

2. Delay / non-payment of undisputed statutory dues-Company has strong view that thetaxes paid and amount deposited by third parties at the instance of Income Tax Officers(ITO’s) are enough to take care of the liabilities arising out of the pendinglitigation with income tax department.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

There are no cases filed under the above Act and hence no comments required on disposalof the cases under the same.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit and Nomination and Remuneration Committee. A separate meeting of the IndependentDirectors was convened which reviewed the performance of the Board the non-independentdirectors and the Chairman.

PARTICULARS OF EMPLOYEES:

The Company does not have any employees whose particular are required to be givenpursuant to Rule 5(2) of the Companies (Appointment of Remuneration of ManagerialPersonnel) Rules 2014

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

1. in the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

2. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the profit/loss of the Company for that period;

3. the directors had taken proper and sufficient care 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;

4. the directors had prepared the annual accounts on a going concern basis;

5. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively. [Listof laws applicable to the company may be mentioned here]

6. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

APPRECIATION

The Directors wish to express their appreciation of the continued co-operation of theBankers Customers Dealers and Suppliers and also the valuable assistance and advicereceived from major shareholders the employees for their contribution support andcontinued co-operation through the year.

ACKNOWLEDGMENT:

The Directors express their sincere appreciation to the valued shareholders bankersand clients for their support

Registered Office: For and Behalf of the Board
46 Empire Tower Anil B. Vedmehta
Near Associated Petrol Pump Chairman & Managing Director
C G. Road Ahmedabad Gujarat DIN: 00283486
Date: 06th SEPTEMBER2016

ANNEXURES TO THE DIRECTORS’ REPORT

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in format MGT -9 for the Financial Year 2015-16 has beenenclosed with this report as Annexure A

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Clause 49 & Reg. 27(2) of the Listing Agreement with the StockExchanges A Management Discussion and Analysis Report covering a wide range of issuesrelating to performance outlook etc.is given as part of this report. Is given inAnnexure B

SECRETARIAL AUDIT

Pursuant to the provision of section 204 of the companies Act 2013 the company hasappointed Rakesh Kumar to undertake the secretarial Audit of the Company. The report ofSecretarial audit Report in Form MR-3 is annexed herewith as Annexure C

PARTICULARS OF EMPLOYEES:

The Information required under section 197 read with Rule 5(1)of the Companies(Appointment of Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Companies is annexed herewith as Annexure D

CORPORATE GOVERNANCE

Your Company has been fully compliant with the SEBI Guidelines on Corporate Governancewhich have been incorporated in Clause 49 & Regulation 27(2) of the Listing Agreementwith the Stock Exchanges. A detailed report on the subject forms part of this Report isset out as Annexure E

The Statutory Auditors of the Company have examined the Company’s compliance andhave certified the same as required under SEBI Guidelines. Such certificate is reproducedas part of this Report.

Registered Office: For and Behalf of the Board
46 Empire Tower Anil B. Vedmehta
Near Associated Petrol Pump Chairman & Managing Director
C G. Road Ahmedabad Gujarat DIN: 00283486
Date: 06th September 2016