Moonbeam Industries Ltd.
|BSE: 530033||Sector: Others|
|NSE: N.A.||ISIN Code: INE526D01010|
|BSE 00:00 | 03 Mar||Moonbeam Industries Ltd|
|NSE 05:30 | 01 Jan||Moonbeam Industries Ltd|
|BSE: 530033||Sector: Others|
|NSE: N.A.||ISIN Code: INE526D01010|
|BSE 00:00 | 03 Mar||Moonbeam Industries Ltd|
|NSE 05:30 | 01 Jan||Moonbeam Industries Ltd|
The 27th Annual Report of the Company for the financial year ended 31stMarch 2015.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
Summary of the Financial results for the period ended March 31 2015 are given asunder:
To conserve the resources for the better working of the company your directors do notrecommend any dividend for the year under report.
The Company has not created any reserves during the financial year 2014-15.
Clause 49 of the Listing Agreement is not applicable vide SEBI circular CIR/CFD/POLICYCELL/7/ 2014 dated September 15 2014
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYSAFFAIR:
During the year under review your company has registered the turnover of Rs.328000/-against the turnover of Rs. 402550/-of previous year. The overall decrease incost is due to decrease in assets and other expenses. Further the interest expense haddecreased to Rs. 1234.52/- from Rs. 4023/- which had improved the profit of the company.The Loss before tax for the current year is Rs. 268801 as against the loss in theprevious year was Rs. 1880639.55/-
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There has been no change in the business of the company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
There has been no material changes and commitments during the year that will affect thefinancial positions of the company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:
No such significant orders had been passed by any regulator courts or tribunals duringthe financial year 2014-15.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary Joint Venture or associate Company.
The Company has not accepted any public deposits during the year.
At the AGM held on September 30 2014 the Members approved the appointment of M/sSanjay Rawal & Co. Chartered Accountants as statutory auditors for a periodcommencing from the last AGM held on 30.09.2014 till the conclusion of the AGM to be heldin 2017 subject to the ratification by the Members every year. The Board has proposed theratification of appointment M/s Sanjay Rawal & Co Chartered Accountants as statutoryauditors for financial year 2015- 2016.
There were no such qualification reservation or adverse remark or disclaimer made bythe auditor in his report for the financial year 2014-15.
EXTRACT OF THE ANNUAL RETURN:
The extract of the annual return in Form No. MGT 9 is annexed with the report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
(A) Conservation of energy:
The Companys operations are not power extensive. The Company is taking every stepto conserve and minimize the use of energy wherever possible such as using energyefficient computer terminals purchasing energy efficient equipments etc.
(B) Technology absorption:
The Company has not imported any technology during the year 2014-15.
(C) Foreign exchange earnings and Outgo:
There was no inflows and outflows of the foreign exchange during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As the provisions of Section 135 of the Companies Act 2013 and the rules thereunderdo not applicable on the Company. Therefore the Company is not required to comply withthe section.
PARTICULARS OF EMPLOYEES:
The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 213read with the Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
There was a change in the composition of the Board of Directors of the Companysubsequent to the last Directors Report as Ms Sarla Bardia was appointed on 25thMarch 2015 as an Independent Non Executive Director.
In accordance with the provisions of section 149 of the Companies Act 2013 all theindependent directors will be non rotational. Accordingly the proposal for the same isplaced in the ensuing annual general meeting of the Company.
Mr. Viresh Aggarwal is liable to retire by rotation and being eligible offer himselffor reappointment. Directors recommend their re-appointment.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Company has conducted Twelve (12) Board Meetings in the financial year 2014-15 i.e.on 10TH April 2014 29th May 2014 20th July 2014 21stJuly 2014 28TH August 2014 31st August 2014 1st September2014 13th August2014 31ST August 2014 14th November2014 14th February 2015 25th March 2015.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has constituted the following committees in termsof the provisions of the Companies Act and clause 49 of the listing agreement:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders Relationship Committee
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the financial year 2014-15 the Company has made no investment in Shares. Thecompany has not given any loans or advances during the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
SECRETARIAL AUDIT REPORT:
As required by Section 204 of the Act 2013 the Secretarial Audit Report for the year2014-15 given by M/s L. Gupta & Associates Company Secretaries Delhi for auditingthe secretarial and related records is attached to this report as Annexure I.
The Board of Directors discussed the observations and qualifications raised by theSecretarial Auditor. It was decided to devise the proper system in the company so as toensure all the compliances in time as per the listing Agreement and will also get thesuspension revoked by the Stock Exchange.
RISK MANAGEMENT POLICY:
The Company has an integrated Risk Management Policy identifying the possible risks& mitigants factors thereto.
INTERNAL CONTROL AND THEIR ADEQUACY:
The Company has a proper and adequate internal control system to ensure that all theassets of the Company are safeguarded and protected against any loss and that all thetransactions are properly authorized and recorded. Information provided to management isreliable and timely and statutory obligations are adhered to.
INTERNAL FINANCIAL CONTROL:
The Company has an established internal financial control framework including internalcontrols over financial reporting operating controls and anti-fraud framework. Theframework is reviewed regularly by the management and tested by internal audit team andpresented to the audit committee. Based on the periodical testing the framework isstrengthened from time to time to ensure adequacy and effectiveness of InternalFinancial Controls.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that
a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed;
b) appropriate accounting policies have been selected and applied consistently andjudgements and estimates which are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for the year under review;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
STOCK EXCHANGE LISTING :
The shares of the Company are listed on the Delhi Stock Exchange Ltd (DSE) and BombayStock Exchange Limited. The Company has been suspended by the Bombay Stock Exchange since15/05/2015 due to Penal Reasons.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
For and on behalf of the Board of Directors MBI INTERCORP LIMITED
ANNEXURE-1 TO DIRECTORS REPORT
Form MR 3 Secretarial Audit Report
(For the Financial Year ended on 31st March 2015)
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
The Board of Directors
MBI INTERCORP LIMITED
C-49 Bali Nagar New Delhi-110015
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by MBI INTERCORP LIMITED (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.
Based on our verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the Company has during the auditperiod ended on 31st March 2015complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent in the manner and subject to the reporting made hereinafter:
1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by MBI INTERCORP LIMITED ("The Company") forthe period ended on 31st March 2015 according to the provisions of:
I. The Companies Act 2013 (the "Act") and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act 1956 (SCRA) and theRules made thereunder;
III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 (SEBI Act) to the extent applicable to theCompany :-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers)Regulations 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
f) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India.
ii) The Listing Agreements entered into by the Company with the DSE Limited BombayStock Exchange Limited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards Listing Agreements etc mentioned above.
2. I further report that the Company has in my opinion complied with the provisionsof the Companies Act 1956 and the Rules made under that Act and the provisions ofCompanies Act 2013 as notified by Ministry of Corporate Affairs and the Memorandum andArticles of Association of the Company with regard to:
maintenance of various statutory registers and documents and making necessaryentries therein;
closure of the Register of Members.
forms returns documents and resolutions required to be filed with theRegistrar of Companies and the Central Government;
service of documents by the Company on its Members Auditors and the Registrarof Companies;
notice of Board meetings and Committee meetings of Directors;
the meetings of Directors and Committees of Directors including passing ofresolutions by circulation;
the 26th Annual General Meeting held on 30th September2014;
minutes of proceedings of General Meetings and of the Board and its Committeemeetings;
approvals of the Members the Board of Directors the Committees of Directorsand the government authorities wherever required;
constitution of the Board of Directors / Committee(s) of Directors appointment
retirement and reappointment of Directors including the Managing Director andWhole-time Directors;
payment of remuneration to Directors including the Managing Director and Whole-time Directors
transfers and transmissions of the Companys shares and issue and dispatchof
duplicate certificates of shares;
declaration and payment of dividends;
transfer of certain amounts as required under the Act to the Investor Educationand Protection Fund and uploading of details of unpaid and unclaimed dividends on thewebsites of the Company and the Ministry of Corporate Affairs;
borrowings and registration modification and satisfaction of charges whereverapplicable;
investment of the Companys funds including investments and loans toothers;
form of balance sheet as prescribed under Part I form of statement of profitand loss as prescribed under Part II and General Instructions for preparation of the sameas prescribed in Schedule VI to the Act;
contracts common seal registered office and publication of name of theCompany; and
Generally all other applicable provisions of the Act and the Rules made underthe Act.
3. I further report that:
1. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
2. Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
3. Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
4. The Company has obtained all necessary approvals under the various provisions of theAct; and
5. Certain fines and penalties were imposed on the company due to non compliance oflisting agreement.
6. There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Act SEBI Act SCRA Depositories Act Listing Agreement andRules Regulations and Guidelines framed under these Acts against / on the Company itsDirectors and Officers.
7. The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;
8. The Company has complied with the provisions of the Securities Contracts(Regulation) Act 1956 and the Rules made under that Act with regard to maintenance ofminimum public shareholding.
4. I further report that
1. the Company has complied with the provisions of the Depositories Act 1996 and theByelaws framed thereunder by the Depositories with regard to dematerialization /rematerialisation of securities and reconciliation of records of dematerialized securitieswith all securities issued by the Company.
2. The provisions of the FEMA 1999 and the Rules and Regulations made under that Actare not applicable to the company.
5. I further report that:
1. the Company has complied with the requirements under the Equity Listing
Agreements entered into with Bombay Stock Exchange Limited;
2. the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 including theprovisions with regard to disclosures and maintenance of records required under the saidRegulations;
3. the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 1992 including the provisions withregard to disclosures and maintenance of records required under the said Regulations;
6. I further report that based on the information received and records maintainedthere are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
7. I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
Place : Delhi
Date : 30.05.2015