The Members of Monotype India Limited
Your Directors have pleasure in presenting the 42 Annual Report of the Company togetherwith the Audited Financial Statements of the Company for the financial year ended 31March 2017.
| || ||Rs. in Lakhs |
|Particular ||Financial Year 2016-17 ||Financial Year 2015-16 |
|Income ||4814.36 ||2028.42 |
|Less: Expenses ||(4728.73) ||(1811.79) |
|Profit/ (Loss) before tax ||85.64 ||216.62 |
|Less: Current Tax ||(26.50) ||(73.44) |
|Less: Deferred Tax ||4.04 ||4.04 |
|Profit after Tax ||63.17 ||139.14 |
The income from operations increased to Rs.. 4814.36 lacs from Rs. 2028.42 lacs inprevious year (increased by 137.35 %). Total expenditure of the Company increased from Rs.1811.79 lacs to Rs. 4728.73 lacs (increased by 161 %). Profit Before Tax (PBT) stood atRs. 85.64 lacs (decreased by 60.47 %) and Profit After Tax (PAT) stood at Rs. 63.17 lacs(increased by 54.60 %).
With a view to conserve resources your directors have thought it prudent not torecommend any dividend for the financial year under review.
The Company has not accepted any amount falling within the purview of provisions ofSection 73 of the Companies Act 2013 ("the Act") read with the Companies(Acceptance of Deposit) Rules 2014 during the year under review. Hence the requirementfor furnishing of details relating to deposits covered under Chapter V of the Act or thedetails of deposits which are not in compliance with the Chapter V of the Act is notapplicable.
STATE OF AFFAIRS OF THE COMPANY
The Company is driven by passionate promoters from the industry engaged in trading inshares financial services and Investment activities with a view to strengthen itsexisting platforms and building new ones. The Company continues to focus and grow bynurturing in our business of trading in shares and other financial services.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
The Company has made application to Metropolitan Stock Exchange of India (MSEI) forsecondary listing of 703121889 equity shares.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review your Company did not have any subsidiary associate andjoint venture company.
CHANGES IN SHARE CAPITAL
During the year under review there were no changes in the issued subscribed andpaid-up share capital of the Company.
PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered into during the financial year underreview were on arm's length basis and were in the ordinary course of the business. Thereare no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict of interest with the company at large. Therefore there does exist any details tobe mentioned in Form No. AOC-2 which is annexed as Annexure-I and forms part ofthis report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not made any loans guarantees and investments covered under section186 of the Act.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31 March 2017 made under the provisionsof Section 92(3) of the Act is attached as Annexure-II which forms part of thisReport.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Mrs. Preeti Jayesh Doshi was appointed as Additional Directors of the Company on 24March 2017 who shall hold office upto the date of ensuing Annual General Meeting.
Mrs. Sudarshana Mitra resigned as Director of the Company with effect from 15 May 2017due to preoccupation. The Board placed on record its deep appreciation for her valuablecontribution on the Board during her tenure as Director of the Company.
iii. Retirement by rotation:
In accordance with the provisions of Section 152(8) of the Companies Act 2013 Mr.Naresh Manakchand Jain (DIN: 00291963) Director of the Company retire by rotation at theensuing Annual General Meeting and being eligible offer himself for his re-appointment.Your Directors recommend his re-appointment.
iv. Declarations by Independent Directors:
The Company has received declarations form all the Independent Directors pursuant toSection 149 (6) of the Companies Act 2013 confirming their independence vis-a-vis theCompany.
v. Number of meeting of Board of Directors:
During the financial year 2016-17 the Board of Directors met for 8 (eight) times on30/05/2016 13/08/2016 01/09/2016 07/11/2016 14/11/2016 01/12/2016 09/02/2017 and24/03/2017. The intervening gap between any two meetings was within the timeframeprescribed under the Companies Act 2013. The details pertaining to attendance ofDirectors at Board Meeting are given in Corporate Governance Report which forms part ofthis report.
vi. Meeting of Independent Directors:
The Independent Directors of the Company at their meeting held on 09 February 2017reviewed the performance of non-independent Directors and the Board as a whole includingthe Chairman of the meetings by taking into consideration views expressed by the ExecutiveDirectors and Non-Executive Directors at various levels pertaining to quality quantityand timeliness of flow of information between the Company management and the Board.
COMMITTEES OF THE BOARD
Currently the Board has 3(three) Committees:
a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders'Relationship Committee.
The details of the aforesaid committees are given in the Corporate Governance Reportwhich forms part of this Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the financial year ended 31 March 2017 the Boardof Directors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgements and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31 March 2017 and of theprofit/loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) 2015forms part of this report.
ANNUAL EVALUATION OF DIRECTORS COMMITTEES AND BOARD
The Board has adopted a mechanism for evaluating its own performance and that of itsCommittees including the Chairman of the Board. This exercise was carried out by feedbacksurvey from each directors on parameters such as attendance contribution at the meetingBoard functioning composition of Board and its Committees experience competencies andgovernance issues.
STATUTORY AUDITORS AND HIS REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Motilal & Associates Chartered Accountants(Firm Registration No. 106584W) the Statutory Auditors of the Company have been appointedfor a term of 5 (five) consecutive years i.e. upto the conclusion of the AGM to be held inthe calendar year 2021 (subject to ratification by the members at every Annual GeneralMeeting). The Company has received a confirmation from the said Auditors that they are notdisqualified to act as the Auditors and are eligible to hold the office as Auditors of theCompany. Necessary resolution for ratification of appointment of the said Auditors isincluded in the Notice of AGM for seeking approval of members.
The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31 March 2017 are self-explanatory and therefore donot call for any further explanation or comments from the Board.
SECRETARIAL AUDITORS AND HIS REPORT
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorsof the Company appointed M/s. Manoj Shaw & Associates Practising Company Secretaries(Membership No. 5517 C.P. No. 4194) to conduct the Secretarial Audit of the Company forthe financial year 2016-17. There are no qualifications reservation or adverse remark ordisclaimer in Secretarial Audit Report i.e. Form MR-3 for the financial year 2016 - 2017.The said report is annexed as Annexure-III and forms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as prescribed under Section 134 (3) (m) of the Companies Act2013 read with Rule 8 of Companies (Accounts) Rules 2014 are given in Annexure-IVannexed hereto and forms part of this Report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has adopted mechanism to identify assessmonitor and mitigate various risks attached to the business of the Company. Major risksidentified pertaining to business and functions of the Company are systematicallyaddressed by taking suitable actions on a continuing basis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The Company has an Internal Control System commensuratewith the size scale and complexity of its operations. The Internal Audit Departmentmonitors and evaluates the efficiency and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies.
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy/Vigil Mechanism for the employee to reportgenuine concerns/ grievances. The Policy is uploaded on the Company's website at the link:http://www.monotypeindia.in/policies.html. The Policy provides for adequate safeguardsagainst the victimisation of the employees who use the vigil mechanism. The vigilmechanism is overseen by the Audit Committee.
PARTICULARS OF EMPLOYEES
Considering the provisions of Section 197(12) of the Companies Act 2013 read with therelevant rules and having referred to provisions of the First Proviso to Section 136(1) ofthe Companies Act 2013 the Annual Report is being sent to the members of the Companyexcluding details of particulars of employees and related disclosures. The saidinformation/ details are available for inspection at the Registered Office of the Companyduring working hours on any working day. Any Member interested in obtaining thisinformation may write to the Company Secretary and this information would be provided onrequest.
ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
The Company pursuant to the order of Regional Director dated 06 October 2016 andthrough approval of shareholders by passing special resolution shifted its RegisteredOffice from the state of West Bengal to the state of Maharashtra.
Your Company has successfully implemented the mandatory provisions of CorporateGovernance as stipulated in SEBI (Listing Obligations and disclosure requirements)Regulations 2015. A Report on
Corporate Governance along with a certificate from M/s. Motilal & AssociatesChartered Accountants confirming the compliance of conditions of Corporate Governancewhich forms part of this Annual Report.
REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT
Your Company is committed to provide a safe healthy and congenial atmosphereirrespective of cast creed or social class of the employee.
Your Company affirms that during the year there were no complaints reported under theSexual Harassment of Woman at workplace (Prevention Prohibition and Redressal) Act 2013.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to convey thanks to bankers customersshareholders suppliers business partners/associates financial institutions and Centraland State Governments and other agencies for extending their consistent supportco-operation and encouragement to the Company.
| ||FOR MONOTYPE INDIA LIMITED |
| ||Sd/- |
| ||Naresh Manakchand Jain Harsh Jain |
| ||Whole Time Director Director |
| ||DIN: 00291963 DIN: 02457584 |
|Date: 19/07/2017 || |
|Place: Mumbai || |