You are here » Home » Companies » Company Overview » Millennium Online Solutions (India) Ltd

Millennium Online Solutions (India) Ltd.

BSE: 511187 Sector: Others
NSE: N.A. ISIN Code: INE570N01025
BSE 00:00 | 02 Apr Millennium Online Solutions (India) Ltd
NSE 05:30 | 01 Jan Millennium Online Solutions (India) Ltd
OPEN 0.73
PREVIOUS CLOSE 0.73
VOLUME 8
52-Week high 0.84
52-Week low 0.73
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.73
CLOSE 0.73
VOLUME 8
52-Week high 0.84
52-Week low 0.73
P/E
Mkt Cap.(Rs cr) 4
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

(Formerly Known as Mahamaya Investments Limited)

Your Directors have great pleasure in presenting 37 ANNUAL REPORT alongwith the Consolidated Audited

Balance Sheet and Profit and Loss Account for the period ended 31 March 2017.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS YEAR ENDED
31.03.2017 30.06.2016
Total Revenue earned 14287368 3114175
Less: Total Expenditure incurred 14370315 3188200
Profit before Depreciation (82947) (74025)
Less: Depreciation
Profit/(Loss) before Tax (82947) (74025)
Less: Provision for Income Tax -- --
Add: Provision for Deferred tax (82947) -
Profit/(Loss) after Tax -- (74025)
Add: Previous year's profit brought forward -- --
Balance profit carried forward (82947) (74025)

2. CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of your Company for the financial year 2016-17are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules issued thereunder applicable Accounting Standards and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as the "Listing Regulations". The consolidated financial statements have beenprepared on the basis of audited financial statements of your Company and its whollyowned associate company as approved by the respective Board of Directors.

3. TRANSFERS

There are no transfers to any specific reserves during the Financial year.

4. REVIEW OF OPERATIONS

The Company during the financial year has incurred a loss of Rs. 82947/-this is mainlydue to increase in cost of Acquisition cost of materials and other ancillary businessexpenses. Your Directors are striving

hard to take steps to re-juvenate the business of the Company

5. DIVIDEND

In order to conserve resources your directors do not recommend dividend for the yearended 31st March

2017.

6. 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 the economy.

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

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 dividends

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 AnnexureA to this report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICYOF THE COMPANY

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

Internal Auditors. Significant audit observations and follow up actions thereon arereported to the Audit

Committee.

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

RESPONSIBILITY 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 THE

COMPANIES ACT 2013

The Company has not provided any loan/Guarantee or made any Investments under section186 of the Companies Act 2013 during the Financial Year 31 March 2017

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year 2016-17 your Company has not entered into any transactionswith related parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 The Form AOC - 2 pursuant toSection 134 (3) (h) of the Companies Act 2013 read with Rule 8(2) of the

Companies (Accounts) Rules 2014 is set out as Annexure [E].

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS OR

DISCLAIMERS 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 qualifications pursuant to Section 203 ofCompanies Act 2013 towards non appointment of Company Secretary and regulations 31 (2)47(1) a & b 46 of Listing Obligation and Disclosure Requirements Regulations 2015for Non-Dematerialization of Promoters shareholding non-Publishing of notice of BoardMeeting & Financial Results not maintaining a functional website. The Company herebyinforms that it has already initiated the process of finding a suitable candidate for thepost of Company Secretary and shall make appointment when it finds the desired candidate.The Promoter shareholding will be converted in to Demat at the earliest as per regulations31 (2) of LODR. The yearly/quarterly results and notice of Board Meeting are duly hostedon the website of the Company at www.mosil.co and is easily accessible in public domain atthe Website of BSE Limited at hence the company does not publish the said results in therequisite newspapers as applicable as per Regulation 47(1) a & b of Listing Obligationand Disclosure Requirements Regulations 2015. The Company's Website is being updated andis therefore not functional at times further the reasons given by the secretarial auditorin their report are self-explanatory in itself. The Report of the secretarial auditor inMR-3 is given as an annexure which forms part of this report.

15. 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.

16. 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 furnished as Annexure C to this report.

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

During the financial year the Board had met Four (4) times on 30 May2016 ; 13 August 2016 ; 14 November 2016 and 14 February 2017.

18. 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 applicableaccounting standards have 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 2017 and that of the profitof the Company for the year ended on that date. (iii) That proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.

(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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

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 Disclosure Requirements Regulations2015. Mrs. Jayshree Gupta Non- Executive Director liable to retire by rotation at the 37Annual General Meeting pursuant to provision of Section 152 of the Companies Act 2013read with Companies (Appointment and

Qualification of Directors) Rules 2014 and the Articles of Association of your Companyand being eligible have offers herself for re-appointment is being placed for yourapproval at the 37 Annual General Meeting.

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 proposed toappointed as Statutory Auditors in place of Retiring Auditors M/s C.P. Jaria & Co atthe Annual General Meeting to be held on 28 September 2017 for the period of five (5)years. i.e upto the Annual General Meeting to be held in year 2022 subject to ratificationat each Annual General Meeting.

The Company has received letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 141(3)(g) of the Companies Act2013 and that they are not disqualified from appointment.

The resolution for their appointment is put forward for your approval in the ensuingAnnual General Meeting.

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 year2017-18.

26. SECRETARIAL AUDITOR

The Company has appointed M/s HS Associates Company Secretaries as SecretarialAuditor of the Company to carry out the Secretarial Audit for the Financial Year 2016-17and to issue Secretarial Audit Report as per the prescribed format under rules in terms ofSection 204(1) of the Companies Act 2013 and Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Their report is appended to this reportas 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 31 March 2017 the Company's Paid up Capital is of Rs. 50019510 /- andNet worth is of Rs. 50378527 /-.

Hence compliance with Corporate Governance provisions as per Listing Obligations &Disclosure requirements (LODR) Regulations 2015 are not applicable to company and hencethe same is not published in this report.

29. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31 2017 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 2016-2017. The statement containing thesalient feature of the financial statement of a company's subsidiary is in Form AOC-1. isappended as Annexure E 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 compliance with Section 129and other applicable provisions if any of the Companies Act 2013. The financialstatements 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: O Audit Committee ONomination and Remuneration Committee O Stakeholders' Relationship Committee

1. The Audit Committee consists of the following members Two Independentnon-executive Director and One Executive Director

Name of the Members Designation
Mr. Girdharilal Kuha Chairman
Mr. Neeraj Gupta Member
Mr. Shri Krishna Baburam Pandey Member

The above composition of the Audit Committee consists of independent Directors viz.Mr. Girdharilal Kuha

and Mr. Shri Krishna Baburam Pandey who form the majority.

2. The Nomination and Remuneration Committee consists of the following membersThree Independent non-

Name of the Members Designation
Mr. Girdharilal Kuha Chairman
Mr. Manoj Kumar Prasad Member
Mr. Shri Krishna Baburam Pandey Member

The above composition of the Nomination and Remuneration Committee consists of threeindependent non-executive Directors viz. Mr. Girdharilal Kuha and Mr. Shri KrishnaBaburam Pandey and Mr. Manoj Kumar Prasad.

3. The Stakeholders' Relationship Committee consists of the followingmembers Three Independent non-executive Directors and Two Executive Directors

Name of the Members Designation
Mr. Girdharilal Kuha Chairman
Mr. Manoj Kumar Prasad Member
Mr. Shri Krishna Baburam Pandey Member
Mr. Harilal Singh Member
Mr. Neeraj Gupta Compliance Officer

The above composition of the Stakeholders' Relationship Committeeconsists ofindependent Directors viz. Mr. Girdharilal Kuha and Mr. Shri Krishna Baburam Pandey andMr. Manoj Kumar Prasad 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 inputsregarding future growth of Company and its performance iv. Providing perspectives andfeedback going beyond information provided by the management v. Commitment to shareholderand other stakeholder interests vi. The evaluation involves Self-Evaluation by the BoardMember and subsequently assessment by the Board of Directors. A member of the Board willnot participate in the discussion 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 itsemployees/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 and dedication 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
(Formerly Known as Mahamaya Investments Limited)
Sd/-
NEERAJ GUPTA
MANAGING DIRECTOR & CHAIRMAN
DATE: 14 August 2017 DIN: 00073274
PLACE: Thane