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Millennium Online Solutions (India) Ltd.

BSE: 511187 Sector: Others
NSE: N.A. ISIN Code: INE570N01025
BSE 15:39 | 08 Feb 1.60 -0.05
(-3.03%)
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NSE 05:30 | 01 Jan Millennium Online Solutions (India) Ltd
OPEN 1.57
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VOLUME 5900
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Sell Price 0.00
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OPEN 1.57
CLOSE 1.65
VOLUME 5900
52-Week high 4.22
52-Week low 1.50
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Millennium Online Solutions (India) Ltd. (MILLENONLINE) - Director Report

Company director report

To

The Members

MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED

Your directors take pleasure to present the 42nd Board's Report of the YourCompany along with the Standalone and Consolidated Audited Financial Statement for thefinancial year ended March 31 2022.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS

Standalone

Consolidated

As on 31.03.2022 As on 31.03.2021 As on 31.03.2022 As on 31.03.2021
Total Revenue earned 661456 4418616 55253056 95150885
Less: Total Expenditure incurred 1022230 4356370 54155276 100317085
Profit/(Loss) before Tax -360774 62246 1097780 -5166200
Less: Provision for Income Tax 0 0 0 0
Add: Provision for Deferred tax 0 0 445682 -1301617
Profit/(Loss) after Tax -360774 62246 652098 -3864583
Add: Previous year's profit brought forward 0 0 0 0
Balance profit carried forward -360774 62246 652098 -3864583

2. STATE OF AFFAIRS OF YOUR COMPANY:

The Company during the financial year has incurred loss of Rs-360774/- as compared tothe profit earned in previous year of Rs 62246/-. Your directors are striving hard totake steps to rejuvenate the business of the Company.

3. DIVIDEND AND TRANSFER TO RESERVES

In view of the accumulated losses of the Company your directors do not recommend anydividend for the year 2021-22 and no amount has been transferred to Reserve during theyear 2021-22.

4. FUTURE PROSPECTS

Company's business is of providing all kind of services relating to Computer hardwareand its peripherals which is dependent on the demand and supply aspects prevalent in theeconomy.

Your Company is focused on to rejuvenate its business operations to increase theprofitability.

5. DEPOSIT

During the year under review your Company has neither accepted nor renewed anydeposits within the meaning of Section 73 of the Companies Act 2013

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT

There is no occurrence of material change and commitment made between the end of thefinancial year and date of this report which has affected the financial position of thecompany.

7. 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 is nounpaid dividend pending of the Company.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as AnnexureB to this report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors. Significant audit observations and follow upactions thereon are reported to the Audit Committee.

10. INTERNAL CONTROL SYSTEM

The Company's internal controls system has been established on values of integrity andoperational excellence and it supports the vision of the Company "To be the mostsustainable and competitive Company in our industry". The Company's internal controlsystems are commensurate with the nature of its business and the size and complexity ofits operations. These are routinely tested and certified by Statutory as well as InternalAuditors. Significant audit observations and follow up actions thereon are reported to theAudit Committee.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135 of the Companies Act 2013 and hence itis not required to formulate policy on corporate social responsibility.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of provided any loan/Guarantee or Investments covered under section 186of the Companies Act 2013 form part of notes to the financial statements in this AnnualReport.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred in the section188 (1) of the Companies Act 2013 is prescribed Form AOC 2 is appended as Annexure -C tothe Board Report.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The auditor's report does not contain any qualifications reservations or adverseremarks but secretarial Audit Report contains following qualifications.:

As per Regulation 31(2) of Listing Obligation and Disclosure requirements Regulations2015 100% percent of shareholding of Promoter is not in Dematerialized Form;

As per Regulation 46 of (Listing Obligation and Disclosure Requirements) Regulations2015 Company does not have a functional website.

As per regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations 2015Company has not maintained Structured Digital Database.

Directors Comment:

The Promoter shareholding will be converted in to Demat at the earliest as perregulation 31(2) of SEBI (Listing Obligation and Disclosure requirements) Regulations2015.

Company is in process of updating its website.

Company is in process of maintaining Structured Digital database as required underRegulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations 2015.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review Company had made application to the Bombay Stock Exchange(BSE) for re-classification of Neeraj Gupta from "Promoter and Promoter Group"Category to "Public" Category under regulation 31A of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 which has been approved by BSE its letterdated 23rd March 2022.

16. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment. During the financial year under review the Company has notreceived any complaints of sexual harassment from any of the women employees of theCompany.

17. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is updated on our websitehttps://mosil.co/annual reports.html.

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year the Board had met Six (6) times on June 30 2021; July 152021; August 14 2021; August 21 2021; November 13 2021; February 14 2022.

19. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 The Board of Directors of theCompany hereby confirm:

(i) That in the preparation of the annual accounts the applicable accounting standardshave been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2022 and that of the profitof the Company for the year ended on that date.

(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 accounts have been prepared on a going concern basis and

(v) The Board has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

20. PARTICULARS OF REMUNERATION

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beenprovided as there are no employees drawing remuneration in excess of the prescribedlimits.

As Company do not pay any remuneration to its Directors the information as requiredunder section 197 (12) of the Companies Act 2013 the median salary paid to the Directorsto that of employees of the company is not required to be provided.

Your Company has formulated policy on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is available on Company'swebsite: www.mosil.co.

21. DIRECTORS

The Board of Directors of the Company is duly constituted as per the applicableprovisions of the Companies Act 2013 and that of the Listing Obligations and DisclosureRequirements Regulations 2015. As on the date of this report Board of the Companycomprises of the following:

Mr. Harilal Singh : Chief Financial Officer and Whole-time Director
Mr. Subhash Patle : Independent & Non-Executive Director
Mr. Nikunj Jashbhai Pancholi : Independent & Non-Executive Director
Mrs. Kashish Sumeet Lakhani : Independent & Non-Executive Director

During the year under review Mr Neeraj Gupta Resigned as Managing Director (MD) of thecompany w.e.f 15th July 2021.

Further Mrs. Jayshree Gupta and Mr. Manoj Kumar Prasad has resigned from the office ofDirectors of the Company w.e.f. July 15 2021 and August 14 2021 respectively

Also Mr Subhash Patle (DIN: 00369492) was appointed as Additional IndependentNon-Executive Director W.E.F.14th August 2021 and his appointment wasregularised as Independent Non-Executive Director in the annual general meeting heldduring the year under review.

22. DECLARATION OF INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of section149 of the Companies Act 2013 read with the Schedules and Rules issued thereunder as wellas Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the Industryscenario the socio-economic environment in which the Company operates the businessmodel the operational and financial performance of the Company significant developmentsso as to enable them to take well informed decisions in a timely manner. Thefamiliarization programme also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes. The policy onCompany's familiarization programme for Independent Directors is posted on Company'swebsite at www.mosil.co

24. STATUTORY AUDITORS

M/s B. Chordia & Co. Chartered Accountants Surat registered with the Institute ofChartered Accountants of India vide firm registration no (FRN 121083W) are appointed asStatutory Auditors at the 37th Annual General Meeting which was held on 28thSeptember 2017 for the period of five (5) years i.e. up-to the Annual General Meeting tobe held in year 2022.

M/s B. Chordia & Co. Chartered Accountants (FRN 121083W) have given their consentto the said appointment and confirmed that their appointment if made would be within thelimits specified under Section 141(3)(g) of the Act. They have further confirmed that theyare not disqualified to be appointed as statutory auditors in terms of the provisions ofthe proviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and theprovisions of the Companies (Audit and Auditors) Rules 2014.

The Audit Committee and the Board of Directors have recommended the re-appointment ofM/s B. Chordia & Co. Chartered Accountants (FRN 121083W) as statutory auditors of theCompany from the conclusion of the 42nd AGM till the conclusion of 47th AGM tothe shareholders at a remuneration of Rs. 25000 (Rupees Twenty-Five Thousand Only) asfixed by the Audit Committee and the Board of Directors of the Company in addition to there-imbursement of applicable taxes and actual out of pocket incurred in connection withthe audit and billed progressively. Also the Company has also received their eligibilityand consent to act as statutory auditors. They have also provided the Peer ReviewCertificate as required by SEBI Regulations

25. INTERNAL AUDITORS

The company has appointed M/s Ravindra Dhakar & Associates Chartered Accountanthaving Firm Registration No 114030W as internal auditor of the company for financial year2021-22.

26. SECRETARIAL AUDITOR

The Company has appointed M/s HSPN & Associates LLP Company Secretaries asSecretarial Auditor of the Company to carry out the Secretarial Audit for the FinancialYear 2021-22 and to issue Secretarial Audit Report as per the prescribed format underrules in terms of Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Their report isappended to this report as Annexure D to Director's Report.

27. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under regulation 34 (3) and Part B of schedule V of the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is annexed to this Annual Report.

28. CORPORATE GOVERNANCE

The company falls under the criteria 15(2) (a) of the Listing Obligations &Disclosure requirements (LODR) Regulations 2015 as the Paid-up capital of the company wasbelow Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of theprevious financial year.

As on 31st March 2022 the Company's Paid-up Capital is of Rs. 50019510 /- and Networth is of Rs. (4159996/-). Hence compliance with Corporate Governance provisions asper Listing Obligations & Disclosure requirements (LODR) Regulations 2015 are notapplicable to company and hence the same is not published in this report.

29. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31 2022 the Company has a wholly owned Indian Subsidiary. Accordingly asper the applicable provisions of the Companies Act 2013 the Company has preparedconsolidated financial statement for the F.Y 2021-2022. The statement containing thesalient feature of the financial statement of a company's subsidiary is in Form AOC-1. isappended as Annexure A to this report.

A separate statement containing the salient features of financial statements of allsubsidiaries of your Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013. Thefinancial statements of the subsidiary companies and related information are available forinspection by the members at the Registered Office of your Company during business hourson all days except Saturdays Sundays and public holidays upto the date of the AnnualGeneral Meeting ('AGM') as required under Section 136 of the Companies Act 2013. Anymember desirous of obtaining a copy of the said financial statements may write to theCompliance officer at the Registered Office of your Company. The financial statementsincluding the consolidated financial statements financial statements of subsidiaries andall other documents required to be attached to this report have been uploaded on thewebsite of your Company at www.mosil.co.

30. DISCLOSURE OF COMPOSITION OF COMMITTEES OF THE BOARD:

As per the applicable provisions of the Companies Act 2013 and as per ListingObligations & Disclosure requirements (LODR) Regulations 2015 the company has threeCommittees of the Board.

There are currently three Committees of the Board as follows:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders' Relationship Committee

1. The Audit Committee consists of the following members Two Independent non-executiveDirector and One Executive Director:

Name of the Members Designation
Mr. Nikunj Jashbhai Pancholi Chairman
Mr. Subhash Patle Member
Mrs. Kashish Sumeet Lakhani Member

The above composition of the Audit Committee consists of three independent Directorsviz. Ms. Kashish Sumeet Lakhani Mr. Nikunj Jashbhai Pancholi and Mr. Subhash Patle whoform the majority.

2. The Nomination and Remuneration Committee consists of the following members ThreeIndependent non-executive Directors:

Name of the Members Designation
Mrs. Kashish Sumeet Lakhani Chairman
Mr. Subhash Patle Member
Mr. Nikunj Jashbhai Pancholi Member

The above composition of the Nomination and Remuneration Committee consists of threeindependent non-executive Directors viz. Ms. Kashish Sumeet Lakhani and Mr. Subhash Patleand Mr. Nikunj Jashbhai Pancholi.

3. The Stakeholders' Relationship Committee consists of the following members ThreeIndependent non-executive Directors and Two Executive Directors:

Name of the Members Designation
Mr. Subhash Patle Chairman
Mr. Harilal Singh Member
Mrs. Kashish Sumeet Lakhani Member
Mr. Nikunj Jashbhai Pancholi Member
Mr. Vikash Badola Compliance Officer

The above composition of the Stakeholders' Relationship Committee consists ofindependent Directors viz. Mr. Subhash Patle and Mrs. Kashish Sumeet Lakhani and Mr.Nikunj Jashbhai Pancholi who form the majority.

31. VIGIL MECHANISM

The Company has already established a vigil mechanism policy to oversee the genuineconcerns expressed by the employees and other has also provided adequate safeguardsagainst victimization of employees and Directors who express their concerns. The Companyhas also provided direct access to the chairman of Audit Committee on reporting issuesconcerning the interests of co employees and the Company. The Vigil Mechanism Policy isavailable at the website of the company: www.moisl.co

32. ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement;

v. Commitment to shareholder and other stakeholder interests;

vi. The evaluation involves Self-Evaluation by the Board Member and subsequentlyassessment by the Board of Directors. A member of the Board will not participate in thediscussion of his / her evaluation.

33. OTHER DISCLOSURES

a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

34. REVENUE GENERATED IS WHOLLY DUE TO THE NEW BUSINESS

The Board of Directors duly acknowledge and hereby confirm that the entire revenuegenerated is due to the new name and business of the company.

35. POLICIES

The Company seeks to Promote Highest levels of ethical standards in the normal businesstransaction guided by the value system. The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates formulation of certain policies for ListedCompanies. The Policies are reviewed periodically by the Board and are updated based onthe need and compliance as per the applicable laws and rules and amended from time totime. The policies are available on the website of the Company at www.moisl.co.

36. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable.

37. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operation include global and domestic demand and supply conditionsaffecting selling prices of Raw Materials Finished Goods input availability and priceschanges in government regulations tax laws economic developments within and outside thecountry and other various other factors.

38. ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.

Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them.

For Millennium Online Solutions (India) Limited
SD/-
Mr. Harilal Singh
Wholetime Director
Date: August 13 2022 DIN:05124923
Place: Thane

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