To The Members
Your Directors are pleased to present the 15th (Fifteenth) Annual Report onthe business and operation of Monnet Project Developers Limited ("the Company")together with the Audited Financial Statements for the year ended 31st March2017.
1. FINANCIAL SUMMARY
| || |
Amount (Rs in lakhs)
| || |
| ||2016-17 ||2015-16 ||2016- 17 ||2015-16 |
|Gross Revenue ||313.25 ||281.09 ||1608.32 ||891.63 |
|Profit before tax (after Exceptional Item) ||98.85 ||121.90 ||181.01 ||144.33 |
|Tax Expenses (Including Deferred Tax) ||19.00 ||25.33 ||40.32 ||17.89 |
|Minority Interest and Share in Profit of Associates || ||- ||- ||- |
|Profit after Tax ||79.85 ||97.54 ||140.69 ||126.44 |
2. FINANCIAL AND OPERATIONAL PERFORMANCE
During the year under review your Company's revenue from operations was Rs. 313.25Lakhs. Further in the Financial Year ended 31st March 2017 the profit before tax (PBT)stands at Rs. 98.85 Lakhs as against Rs. 121.90 Lakhs in the previous year and profitafter tax (PAT) was Rs. 79.85 Lakhs against Rs. 97.54 Lakhs in the previous financialyear.
During the year under review your Company's revenue from operations was Rs. 1608.32Lakhs. Further in the Financial Year ended 31st March 2017 the profit before tax (PBT)stands at Rs. 181.01 lakhs as against Rs. 144.33 Lakhs in the previous year and profitafter tax (PAT) was Rs. 140.69 Lakhs against Rs. 126.44 Lakhs in the previous financialyear.
Further there has been no change in the nature of business during the year underreview.
3. DIVIDEND AND RESERVES
In view of the financial performance and inadequate profits during the year underreview your Directors have not recommended any dividend and have not transferred anyamount to reserve for the financial year 2016-17.
4. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have taken place between the end of financial yearof the Company to which balance sheet relates and date of report which affects thefinancial position of the Company.
5. PUBLIC DEPOSITS
Your Company has neither accepted nor renewed any deposits falling within the purviewof section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 duringthe year
There is no unclaimed or unpaid deposit lying with the Company.
There was no change in the Company's share capital during year under review.
The authorized share capital of the Company as at 31st March 2017 was Rs.225000000/- (Rupees Twenty Two Crores Fifty Lakhs). The Company's Issued Subscribed andPaid-up share capital as on 31st March 2017 was Rs. 74125240/- (Rupees Seven CroresForty One Lakhs Twenty Five Thousand Two Hundred and Forty Only) divided into 7412524(Seventy Four Lakhs Twelve Thousand Five Hundred and Twenty Four) equity shares of Rs.10/- (Rupees Ten Only) each.
7. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
As on March 31 2017 your Company has one associate Company. The consolidatedfinancial statements presented by the Company include financial information of itsassociate company and prepared in compliance with applicable Accounting Standards. A gistof financial performance of these companies is contained in form AOC- 1 and forms the partof the financial statements of the Company and attached as Annexure 1.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant and material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company's operations in future. However members'attention is drawn to the statement on contingent liabilities in the notes forming part ofthe Financial Statements.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors Seeking Appointment/ Re- appointment
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the
Articles of Association of the Company Mr. Sandeep Jajodia (DIN: 00082869) Directorretires by rotation and being eligible has offered himself for re-appointment.
Key Managerial Personnel
Pursuant to the provisions of Section 2(51) & 203 of the Companies Act 2013 theKey Managerial Personnel (KMP) of the Company is:-
1. Mr. B.D. Bhardwaj - Whole Time Director
2. Mr. Mohd Arshad - Chief Financial Officer
3. Ms. Tanya - Company Secretary
Mr. Gaurav Gupta Company Secretary resigned from the Company w.e.f. 26thJune 2017. Further Ms. Tanya (Membership no.: ACS 45472) was appointed as CompanySecretary of the Company w.e.f. 04th July 2017.
During the period under review with the approval of the shareholders of the CompanyMs. Babika Goel and Mr. Amitabh Sharma Mudgal were appointed as Independent Directorsw.e.f. 30th September 2016 for a period of Five years.
Further the directors of the Company are not related to each other in accordance withsection 2(77) of the Companies Act 2013 and Rule 4 of the Companies (Specification ofDefinitions Details) Rules 2014.
10. STATEMENT ON INDEPENDENCE OF DIRECTORS
All independent directors have given declarations that they meet the eligible criteriaof independence as provided in sub-section (6) of section 149 of the Companies Act 2013and Regulation 16(b) of the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015.
As required under Regulation 26 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the required details of directors appointed/ reappointed inthe ensuing Annual General Meeting (AGM) of the Company is annexed with the Notice of saidAGM.
11. RELATED PARTY TRANSACTIONS
All related party transactions entered during the financial year ended March 31 2017under review were on arm's length basis and in the ordinary course of business andtherefore do not attract the provisions of Section 188 of the Companies Act 2013.Further there were no materially significant transactions between the Company and relatedparties during the year under review and suitable disclosures as required by theAccounting Standard has been made in the notes to the accompanying Financial Statements.In this regard disclosure in Form AOC-2 in terms of Section 134(3)(h) of the CompaniesAct 2013 is attached herewith as Annexure - 2 and form part of the report.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company viz:http://www.monnetgroup.com/pdfs/others/mpdl/Policy_on_R elated_Party_Transactions.pdf
i) Statutory Auditor
At the Annual General Meeting held on September 27 2014 M/s. O.P. Bagla & Co.Chartered Accountants (Firm Registration No. 000018N) were appointed as the StatutoryAuditors of the Company to hold the office till the conclusion of Annual General Meetingto be held in the calendar year 2017 subject to the ratification of shareholders at everyAnnual General Meeting.
In terms of Section 139 no listed company shall appoint or reappoint an audit firm inthe same company for more than two terms of five consecutive years. Every company whichwas falling under the provisions of this Act was required to comply the same within threeyears of commencement of the Companies Act 2013. Therefore the existing statutoryauditor of the Company M/s O.P. Bagla & Company Statutory Auditors can only beappointed for maximum tenure of three years. As such they are not eligible for beingreappointed as Statutory Auditor of the Company.
Therefore pursuant to recommendation of the Audit Committee of the Board of DirectorsM/s APAS & Co. Chartered Accountants (Registration No.000340C) be and herebyproposed to be appointed as Auditors of the Company to hold such office from conclusionof ensuing Annual General Meeting until conclusion of 20th Annual GeneralMeeting (subject to ratification of the appointment by the members at every AGM heldafter this AGM) to conduct audit.
The Auditors report is without any qualifications and notes to the accounts as referredin the Auditors Report are self-explanatory and therefore do not call for any furthercomments or explanations.
ii) Secretarial Auditor
Pursuant to Section 204 of the Companies Act 2013 the Company had appointed M/sSanjay Grover & Associates Practicing Company Secretaries as its Secretarial Auditorof the Company to conduct the Secretarial Audit of the Company for FY 2016-2017. TheReport of Secretarial Auditor (Form MR-3) for the FY 20162017 is annexed to the report as Annexure3.
The Secretarial Audit Report for the financial year ended March 31 2017 does notcontain any adverse remark and it is self-explanatory
iii) Internal Auditor
Pursuant to section 138 of Companies Act 2013 the Company had appointed M/s KrishanRakesh & Co. (Firm registration No 009088N) as Internal Auditors of the Company in itsBoard Meeting held on 08th August 2016 for the financial year 2016-17.
13. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. the Directors have 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 the end of the Financial Year2016-17 and of the profit and loss of the Company for that period;
c. the Directors have 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;
d. the annual accounts have been prepared on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by theCompany and such internal Financial control are adequate and were operating effectively;and
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
14. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
Your Company has an effective internal control and risk- mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s Krishan Rakesh& Co. Chartered Accountants. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides bench marking controls withbest practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal Control systems and suggests improvements to strengthen thesame. The Company has a robust Management information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
15. PERORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 the Board has formulated aframework containing inter-alia the criteria for performance evaluation of the entireBoard of the Company its Committees and individual Directors including IndependentDirectors
Schedule IV to the Companies Act 2013 also provides for the performance evaluation ofIndependent Directors by the entire Board of Directors excluding the Directors beingevaluated.
After performance evaluation of the Independent Directors the performance evaluationof the Chairman and the Non-Independent Directors was carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluationprocess.
The manner in which the evaluation of the Board its Committees and individualDirectors has been carried out is explained in the Corporate Governance Report which formspart of this Annual Report.
16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 4(four) Board Meetings were duly convened and held the details ofwhich are given in the Corporate Governance Report which forms part of this Annual Report.
17. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Executive Committee
The details of the Committees along with their composition number of meetings termsof reference and attendance of members at the meetings are provided in the CorporateGovernance Report which forms part of this Annual Report. Further during the year reviewthe board has accepted all the recommendations of the Audit Committee.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company at present does not fall in any of the criteria(s) as provided undersection 135 of the Companies Act 2013 and Rules made there under. Hence the provisions ofCorporate Social Responsibility are not applicable on the Company.
19. LISTING OF SHARES
The Company's Equity Shares are presently listed at BSE Ltd Mumbai. The Listing Feesfor the financial year 2017-18 has been paid to BSE Limited.
Phiroze Jeejeebhoy Towers
Dalal Street Fort Mumbai - 400 001
Website : www.bseindia.com
Further the details in relation to listing of shares are given in the CorporateGovernance Report attached with the Board Report.
20. MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report as stipulated under Regulation 34 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 which forms part of this Annual Report as Annexure 4.
21. RISK MANAGEMENT POLICY
Your Company's Risk Management Policy is backed by strong internal control systems. Therisk management framework consists of policies and procedures framed at management leveland strictly adhered to and monitored at all levels. The framework also defines the riskmanagement approach across the enterprise at various levels. Risk management is embeddedin our critical business activities functions and processes. The risks are reviewed forchange in the nature and extent of the major risks identified since the last assessment.It also provides control measures for risk and future action plans.
The internal audit team periodically visits the divisions and carries out audit. Thefindings are periodically reviewed by the Board and Audit Committee with emphasis onmaintaining its effectiveness in dynamic business environment.
22. DISCLOSURES-DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSEWHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors Secretarial Auditors or Internal Auditors of the Company havenot reported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.
STOCK OPTIONS SCHEME
The Company does not have any Scheme of Stock Option for its employees Directors etc.
DISCLOSURE UNDER SECTION 43(A)(III) AND SECTION 54(1)(D) OF THE COMPANIES ACT 2013
During the year under review the Company has not issued any shares with differentialvoting rights and sweat equity shares and hence no information as required under Section43(a)(iii) & Section 54(1)(d) of the Companies Act 2013 read with applicable rules isrequired to be disclosed.
EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 theextract of the annual return in Form No. MGT - 9 is annexed as Annexure 5 here toand forms a part of this report.
PARTICU LARS OF LOAN S GUARANTE ES OR INVESTMENTS
In accordance with the provisions of Section 134(3)(g) of the Companies Act 2013details of Loans Guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 for the year are given in the notes to the financialstatements.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial personnel andtheir remuneration as well as policy on other employees remuneration. The Brief terms ofpolicy is stated on the website:http://www.monnetgroup.com/pdfs/others/mpdl/Nomination_and_Remuneration_Policy.pdf
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. Details of the same are given in theCorporate Governance Report. The same has also been displayed on the website of theCompany and the link for the same ishttp://www.monnetgroup.com/pdfs/others/mpdl/Policy_Vigil_M echanism.pdf
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company has laid down Sexual Harassment policy on Gender Equality GenderProtection Prevention of Sexual Harassment and Redressal System in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary apprenticeship) are covered under this policy. The following is a summary ofsexual harassment complaints received and disposed off during the year under review-
No. of complaints received: Nil
No. of complaints disposed off : NA
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1)/(2)/(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this report as Annexure-6.
CORPORATE GOVERNANCE REPORT
Your Company has complied with requirements of Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A report on the CorporateGovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance forms part of this report as Annexure-7.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Information under Section 134(3)(m) of the Companies Act 2013 read with rule 8(3) ofthe Companies (Accounts) Rules 2014 is given below:
A. Conservation of Energy-The Company has taken a number of steps to improve theconservation of energy by increasing the efficiency of raw material inputs in ferro alloysgeneration and by reducing/eliminating consumption wastages. Conservation of energy andimproving the efficiency of existing resources are continuing processes and form anintegral part of responsibilities of departmental heads and the Company had not made anymajor capital investment on energy conservation equipments.
B. Technology Absorption-
i. Efforts in brief made towards technology absorption
As technologies change rapidly your Company recognizes the need to invest in newemerging technologies to leverage them for improving productivity quality and reach tonew customers. It is essential to have a technology infrastructure that is at par with thebest in the world. Your Company thus follows a practice of upgrading computing equipmenton an ongoing basis.
ii. Benefits derived like product improvement cost reduction product development orimport substitution: NIL
iii. In case of imported technology (imported during the last three financial yearreckoned from the beginning of the financial year)
(a) Technology Imported: NIL
(b) Year of Import: NIL
(c) Whether the technology has fully been absorbed: NIL
(d) If not fully absorbed area where absorption has not taken place and reasonthereof: NIL
iv. Expenditure incurred on Research and Development: NIL
C. Foreign Exchange Earnings And Outgo- Not
24. CAUTIONARY NOTE
Certain Statements in the 'Management Discussion and Analysis' section may beforward-looking and are stated as required by applicable laws and regulations. Manyfactors may affect the actual results which would be different from what the Directorsenvisage in terms of the future performance and outlook. Investors are cautioned that thisdiscussion contains forward looking Statement that involve risks and uncertaintiesincluding but not limited to risks inherent in the Company's growth strategy dependenceon certain businesses dependence on availability of qualified and trained manpower andother factors discussed. The discussion and analysis should be read in conjunction withthe Company's Financial Statements and notes on accounts.
Your Directors thank various Central and State Government Departments Organizationsand Agencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for the excellent support received from themduring the year. The Directors place on record their sincere appreciation to all employeesof the Company for their unstinted commitment and continued contribution to the Company.
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For and on behalf of the Board
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Monnet Project Developers Limited
| ||(J.P. Lath) ||(Bi raham Dutt Bhardwaj) |
|Place: New Delhi ||Director ||Whole Time Director |
|Date: 09.08.2017 ||DIN:00380076 ||DIN: 01779434 |