To The Members
Your Directors have pleasure in presenting their Thirty Third Annual Report togetherwith the Audited Accounts (Standalone and Consolidated) for the year ended March 31 2017:
|PARTICULARS ||STANDALONE ||CONSOLIDATED |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
| ||Rs. ||Rs. ||Rs. ||Rs. |
|Total Revenue ||11932831 ||5061195 ||11932831 ||4770795 |
|Total Expenses ||17268014 ||10926084 ||17268014 ||10926085 |
|Earnings before Interest Tax ||(5335183) ||(5864889) ||(5335183) ||(6155289) |
|depreciation and amortisation || || || || |
|Depreciation & Amortisation ||1841127 ||2722276 ||1841127 ||2722276 |
|Less: Recoupment fromrevaluation reserve ||- ||- ||- ||- |
|Finance cost ||1766029 ||1233559 ||1766029 ||1233559 |
|Profit or Loss before Exceptional and ||(8942339) ||(9820724) ||(8942339) ||(10111124) |
|Extraordinary items || || || || |
|Less: Exceptional ItemsDeferred tax asset written off ||- ||- ||- ||- |
|Less: Extraordinary Items ||- ||- ||- ||- |
|Less: Current Tax Deferred Tax ||- ||- ||- ||- |
|Profit/(Loss) after Tax ||(8942339) ||(9820724) ||(8942339) ||(10111124) |
|Share of Profit/Loss from Associates: || || || || |
|- C FORE ||- ||- ||23925 ||(23222) |
|- MFSL ||- ||- ||- ||(533634) |
|Balance as per statement of ||(79145320) ||(69324597) ||(73899368) ||(63230388) |
|Profit & Loss for the last year || || || || |
|Balance (statement of Profit & Loss) ||(88087659) ||(79145321) ||(88086955) ||(73899368) |
|transfer to reserve || || || || |
REVIEW OF BUSINESS OPERATIONS:
Your Company has made sales worth Rs. 29 31699 for the year ending 31stMarch 2017 as against Rs.20 68233 for the year ending 31st March 2016.
Your Company has made sales worth Rs. 89 88452 for the year ending 31stMarch 2017 as against Rs.22 82191 for the year ending 31st March 2016.
Further the loss has been reduced to Rs. 53 35183 for the year ending 31stMarch 2017 from Rs. 58 64889 for the year ending 31st March 2016.
The Company is proposing to set up an assembly unit to assemble power bank and batterypack given conducive environment and attractive fiscal incentives by Government of Indiaand State Government.
The Board of Directors has decided not to recommend any dividend.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the companies Act 2013 do not apply as there wasno dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAS OCCURRED BETWEEN 31st March 2017 (THE END OF THE FINANCIAL YEAR and 23rdMAY 2017 (THE DATE OF REPORT)
There were no material changes and commitments affecting the financial position of thecompany between 31st March 2017 (the end of the financial year) and 23rd May2017 (the date of the report).
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO.
The details of conservation of energy technology absorption etc as required to begiven under section 134 (3) (m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to the Company as our Company has notcarried out any manufacturing activities. The foreign exchange earnings on account of theoperation of the Company during the year were Rs. NIL.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Risk Management Committee of the Company continuously monitors business andoperations risk through an efficient risk management system.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES: The Company has not developed and implemented anyCorporate Social Responsibility initiatives as the said provisions are not applicable forthe financial year 2016-17.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not provided working capital loan Guarantee or provided security. Thedetails of investments made by the company are given in the notes to the financialstatements.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARE OF THEIR DUTIES: The Company's Policy relating to appointment of Directorspayment of managerial remuneration Director's qualifications positive attributesindependence of Directors and other related matters as provided under Section 178(3) ofthe Companies Act 2013 is furnished as Annexure 1 and is attached to this report.
EXTRACT OF ANNUAL RETURN
The Extract of Annual return as on March 31 2017 as provided under Sub-section (3) ofsection 92 of Companies Act 2013 in Form No. MGT - 9 is being annexed as Annexure 2 tothe report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is presented in separate section formingpart of the Annual Report as Annexure 3.
DIRECTOR'S RESPONSIBILITY STATEMENT:
As required in Clause (c) of Sub- Section (3) of Section 134 of the Companies Act2013 your Director confirms and state 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 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 at the close of the financial year ended31st March 2017 and of the Profit/Loss of the company for the year ended31st March 2017.
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) The Directors have prepared the annual accounts on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of balance sheet.
DIRECTORS & KMP:
Mr. Bharat Munoth Mr. Vikas Munoth retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers themselves for re-appointment.
Mr. Jaswant Munoth was appointed as Managing Director of the Company for 5 years witheffect from 01/ 12/2012 and his term expires on 30/11/2017. His reappointment as managingdirector for the period of three years with effect from 01/12/2017 is subject to theapproval of members.
Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the following are the details of the directors seeking appointment /re-appointment:
1. Brief resume of Mr. Bharat Munoth and nature of his expertise in specific areas:
Mr. Bharat Munoth is retiring by rotation at this Annual General Meeting and beingeligible offers himself for reappointment. Mr. Bharat Munoth aged 47 years (DOB:02/03/1970) is a commerce graduate and he has extensive knowledge and experience in thefield of finance and investments. He is the director of the company since 1992. . He isalso the director of Munoth Financial Services Limited Munoth Industries Limited MunothBioscience Limted South India chemicals and Leasing Private Limited Maharana Finance andInvestments Private Limited and Shankeswar Finance and Investments Private Limited. As onMarch 31 2017 his shareholding in the Company is 90950 shares and has no shares heldby/for other persons on a beneficial basis.
Disclosure of relationships between directors inter-se: Mr. Lalchand Munoth is thefather of Mr.Bharat Munoth and Mr. Jaswant Munoth & Mr. Vikas Munoth are brothers ofMr. Bharat Munoth.
2 . Brief resume of Mr. Vikas Munoth and nature of his expertise in specific areas:
Mr. Vikas Munoth is retiring by rotation at this Annual General Meeting and beingeligible offers himself for reappointment. Mr. Vikas Munoth aged 40 years (DOB:26/03/1977) is a graduate in Commerce and has Masters Degree in Business Administration.He is CFA with specialization in Finance and Marketing and has a extensive knowledge inthe field of mobile phones and accessories for the last 15 years. He is also director ofMunoth Financial Services Limited and Munoth Industries Limited.
As on March 31 2016 his shareholding in the Company is 58173 shares and has no sharesheld by/ for other persons on a beneficial basis.
Disclosure of relationships between directors inter-se: Mr. Lalchand Munoth is thefather of Mr.Vikas Munoth and Mr. Jaswant Munoth & Mr. Bharat Munoth are brothers ofMr. Vikas Munoth.
3. Brief resume of Mr. Jaswant Munoth and nature of his expertise in specific areas:
Mr. Jaswant Munoth aged 52 years (Date of Birth : 14/07/1965) holds a Bachelor Degreein Commerce from University of Madras with a Masters Degree in Business Administration. Hehas extensive years of experience and knowledge in the field of Capital Markets andtelecommunications. He is the Managing Director of the company. He has managed and steeredthe company through the adverse market He is also the Managing Director of MunothFinancial Services Limited and director of Munoth Industries Limited Munoth NEG WindfarmPrivate Limited Misrimal Navajee Estates Private Limited Maharana Finance &Investments P Limited Shankeswara Finance & Investments P Limited South IndiaChemicals & Leasing P Limited and Munoth Bioscience Limited.
As on March 31 2017 his shareholding in the Company is 148475 shares and has noshares held by/ for other persons on a beneficial basis.
Disclosure of relationships between directors inter-se: Mr. Lalchand Munoth is thefather of Mr. Jaswant Munoth and Mr. Bharat Munoth & Mr. Vikas Munoth are brothers ofMr. Jaswant Munoth
DECLARATION OF INDEPENDENT DIRECTORS:
The independent Directors have confirmed and declared that they are not disqualified toact as an independent Director in compliance with the provisions of Section 149 of theCompanies Act. 2013.
ADEQUACY OF INTERNAL CONTROL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIALSTATEMENTS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operation was observed.
Members on the meeting held on 19/09/2014 had approved the appointment of M/s. Kumbhat& Co as statutory auditor for a period of three financial years and they hold officeuntil the conclusion of the ensuing AGM. The requisite resolution for the appointment ofStatutory auditors for the period of 5 years is placed before the members for approval.
SECRETARIAL AUDIT REPORT:
A Secretarial Audit was conducted during the year by the secretarial AuditorMr.N.Selvam Practicing Company Secretary in accordance with provisions of section 204 ofthe Companies Act 2013. The Secretarial Audit Report is attached as Annexure 4 and formsa part of the report of the Directors.
Cost Audit is not applicable to the Company for the financial year 2016-17.
EXPLANATION / COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.
There were no comments or observations or adverse remarks made by the auditor orpracticing company secretary in their reports.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary or Joint venture Company. During the yearunder review the Company has one associate Company -CFORE Telecom Limited. The disclosurein Form No. AOC 1 is enclosed as Annexure 5.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies act 2013 and SEBI Regulations theCompany has formulated a policy on Related Party transactions which is also available onCompany's website at www.munothcommunication.com. The policy intends to ensure that properreporting; approval and disclosure procedures are in place for all transactions betweenthe Company and Related Parties.
All Related Party transactions are placed before the Audit Committee for review andapproval Prior omnibus approval is obtained for Related Party transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length.
There are no materially significant related party transactions which exceeds 10% of theconsolidated turnover of the Company. The nil disclosure in Form No. AOC.2 is enclosed asAnnexure 6.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:
There are no persons employed in the Company during the year or for part of the yearwho were in receipt of remuneration in excess of the limits set out in Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 readwith in terms of provisions of Section 197(12) of the Companies Act 2013.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) rules 2014 are provided in the Annual Report as Annexure 7.
In terms of Section 136 of the Act the reports and accounts are being sent to themembers and others entitled thereto which is available for inspection by the members atthe registered office of the company during business hours on working days of the company.If any member is interested in inspecting the same such member may write to the Companyin advance and the same will be furnished. The full annual report is also available on theCompany's website.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingSenior Executives of the Company. The policy on vigil mechanism and whistle blower policymay be accessed on the company's website www. munothcommunication.com
Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 report on Corporate Governance is not applicable to the Company for thefinancial year 2016-17 since the Net Worth is below 25 Crore and the Paid up Capital ofthe Company is less than 10 Crore.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
The Company has conducted 5 Board meetings during the financial year under review. Theywere held on 13th May 2016 30th May 2016 1st August2016 11th November 2017 and 9th February 2017.
The Audit Committee comprises of Independent Directors namely Mr. C R Sasi Ms.Lakshika Mehta
(Chairman) and Mr.M.Jayantilal Jain and Mr. Jaswant Munoth (executive director) asmembers. All the recommendations made by the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of 3 Independent Directors namelyMr. C R Sasi Ms. Lakshika Mehta (Chairman) and Mr.M .Jayantilal Jain and Mr. JaswantMunoth (executive director) as members. The Nomination and Remuneration Policy ismentioned in Annexure 1 of the Annual Report.
STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Board of Directors has constituted the Shareholders' and Investors' GrievanceCommittee in 2000. This Committee specifically looks into the Shareholders' and investors'complaints on matters relating to transfer of shares non-receipt of annual report etc.In addition the Committee also looks into matters that can facilitate better investorservices and relations.
The committee consists of the following Directors:
1. Mr. M Jayantilal Jain Chairman
2. Mr. C R Sasi
3. Mr. Jaswant Munoth
The Company's shares are listed on The Stock Exchange Mumbai.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct as per the Guidelines issued by theSecurities and Exchange Board of India for prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Board of Directors and the designated employees have confirmed compliance with thecode.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review.
1. Issue of equity shares with differential rights as to dividend voting or otherwise
2. Issue of shares (including sweat equity shares) to employees of the company and ESOSunder any scheme
3. The company does not have any subsidiaries and hence the disclosure stating that theManaging
Director / whole Time Director of the Company not receiving any remuneration orcommission for subsidiary is not applicable.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
5. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
Your Directors would like to express their gratitude to the Shareholders vendorsbankers and customers for their support and co-operation. They wish to thank all theemployees of the Company for their sincere and dedicated services.
| || ||By Order of the Board |
| ||for MUNOTH COMMUNICATION LIMITED || |
|Place : Chennai ||Jaswant Munoth ||Vikas Munoth |
|Date : 23/05/2017 ||Managing Director ||Director |