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Monica Electronics Ltd.

BSE: 523544 Sector: Consumer
NSE: MONICAELEC ISIN Code: INE568C01014
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Monica Electronics Ltd. (MONICAELEC) - Director Report

Company director report

TO THE MEMBERS

The directors submit their report and accounts for the financial year 2016-17.

OPERATIONS

During the year ended March 31 2017 the Total Revenue was nil against Rs. 235050/-in the previous year ended 31st March 2016. The loss for the period under review was Rs.360816/- as against loss of Rs. 571769/- in the previous year.

DIVIDEND

The directors do not recommend any dividend.

DIRECTORS

i) Retirement by rotation

In accordance with the provisions of the Companies Act 2013 Mr. Rajeev Saxena retiresby rotation and is eligible for reappointment.

ii) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

iii) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors performance of non-independentdirectors and performance of the board as a whole was evaluated taking into account theviews of non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent at which the performance of the Board itscommittees and individual directors was also discussed.

iv) Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel. More details of the same are given in the Corporate GovernanceReport annexed as Annexure 'C'.

v) Board Meetings

During the year ten Board Meetings and four Audit Committee Meetings were convened andheld. The details are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under Companies Act 2013.

vii) Code of Conduct

The Board of Directors of the Company have adopted Code of Business Conduct &Ethics. All the members of the Board have affirmed compliance with the Code for the yearended 31st March 2017 and a declaration to that effect signed by the Chairman of theBoard is attached and forms part of this report.

vii) Code of Conduct for Prevention of Insider Trading

The Company has a Code of Conduct for Prevention of Insider Trading in the shares andsecurities of the Company. This Code inter alia prohibits purchase/sale of shares of theCompany by Directors and employees while in possession of unpublished price sensitiveinformation in relation to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm:

i) that in the preparation of the annual accounts for the year ended 31st March 2017the applicable accounting standards read with the requirements set out under Schedule IIIhave been followed alongwith proper explanation relating to material departures.

ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

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 financial statements have been prepared on a going concern basis;

v) that proper internal financial controls to be followed by the Company have been laiddown and that such internal financial controls are adequate and were operating effectively;

vi) that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2016-17.During the year the Company had not entered into any contract / arrangement / transactionwith related parties which could be considered material or which may have potentialconflict with the interests of the Company at large.

A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature value and terms and conditions of thetransactions. None of the Directors has any pecuniary relationships or transactionsvis--vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its operations.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

AUDITORS' REPORT

Auditors' observations have been explained in Annexure 'A' which forms part ofthis report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Kundan Agrawal & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The secretarial auditor had madequalification as to compliance of key managerial persons and few documents/records andreturns are required to be updated/ filed as per the various provisions of the CompaniesAct and other applicable Acts rules and regulations. Your directors submit that theCompany's operations are closed and it is no income. Therefore the Company has notappointed any key managerial person. Further records have been updated and all thereturns have been filed. The Report of the Secretarial Audit is annexed herewith as

"Annexure – E".

AUDITORS

The Company in its 40th Annual General Meeting had appointed M/s Agarwal Seth &Co. Chartered Accountants as statutory auditors from 40th Annual General Meeting until42nd Annual General Meeting. In terms of sections 139 and 142 a resolution seekingratification of their appointment from 41st Annual General Meeting to 42nd Annual GeneralMeeting is place for approval of the shareholders.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act the extract of annual return is given as "AnnexureD" in the prescribed Form MGT-9 which forms part of this report.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

The Company does not have any employee on its roll as such the information requiredunder Section 197 of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and the statement containing particularsof employees as required under Section 197(12) of the Act read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notprovided.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is Annexed herewith as "Annexure-B".

ACKNOWLEDGMENT

Your directors wish to thank and deeply acknowledge the valuable assistance;co-operation and support extended by the Central and State government authorities and bankduring the year under review. The Board also gratefully acknowledges the support andgoodwill extended by the shareholders of the company.

For and on behalf of the Board of Directors

Rajeev Saxena

Director

DIN : 06930660

B. P. Yadav

Director

DIN : 01173428

Date: May 29 2017

Place: New Delhi