MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED (Formerly Known as Mahamaya InvestmentsLimited)
Your Directors have great pleasure in presenting 40th ANNUAL REPORT alongwith the Consolidated Audited Balance Sheet and Profit and Loss Account for the periodended 31st March 2020.
1. FINANCIAL RESULTS
The financial Results are briefly indicated below:
|PARTICULARS || |
| ||31.03.2020 ||31.03.2019 |
|Total Revenue earned ||2720757 ||9211707 |
|Less: Total Expenditure incurred ||3479661 ||9217299 |
|Profit before Depreciation ||(758904) ||(5592) |
|Less: Depreciation ||-- ||-- |
|Profit/(Loss) before Tax ||(758904) ||(5592) |
|Less: Provision for Income Tax ||-- ||-- |
|Add: Provision for Deferred tax ||-- ||-- |
|Profit/(Loss) after Tax ||(758904) ||(5592) |
|Add: Previous year's profit brought forward ||-- ||-- |
|Balance profit carried forward ||(758904) ||(5592) |
2. CONSOLIDATED ACCOUNTS:
The Consolidated Financial Statements of your Company for the financial year 2019-20are 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 referred to asthe "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.
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. 758904/-this ismainly due to increase in cost of Acquisition cost of materials and other ancillarybusiness expenses. Your Directors are striving hard to take steps to re-juvenate thebusiness of the Company.
In order to conserve resources your directors do not recommend dividend for the yearended 31st March 2020.
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 theeconomy.
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 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 qualifications
1. As per Regulation 31 of LODR 2015 Minor Promoter Shareholding is not in DematForm.
2. Has not Published notice of Board Meeting and Financial results in English andregional language newspapers as per Regulation 47 (1) a & b of Listing Obligation andDisclosure requirements Regulations 2015.
1) The Promoter shareholding will be converted in to Demat at the earliest as perregulation 31(2) of Listing Obligation and Disclosure requirements Regulations 2015.
2) The yearly/quarterly results and notice of Board Meeting are duly hosted on thewebsite of the Company at www.mosil.com and is easily accessible in public domain at theWebsite of BSE Limited and 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.
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 Dto 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 30th May2019; 14th August 2019;
14th November 2019; and 14th February 2020.
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 applicable accounting standardshave been followed and there has been no material departure.
(ii) That the selected accounting policies were applied consistently and the directors
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 as at March 31 2020 and that
of the profit of 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.
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
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.
Mrs. Jayshree Gupta Non-Executive Director liable to retire by rotation at the 38thAnnual General Meeting pursuant to provision of Section 152 of the Companies Act 2013read with Companies (Appointment and Qualification of Directors) Rules 2014 and theArticles of Association of your Company and being eligible have offers herself forre-appointment is being placed for your approval at the 40th Annual GeneralMeeting.
During the year Mr. Nikunj Jashbhai Pancholi and Kashish Sumeet Lakhani wereregularized as Non-Executive Independent Directors in the AGM held on 30thSeptember 2019.
Board Appointed Mr. Harish Samirbhai Agarwal as Company Secretary of the Company w.e.f20th May 2019.
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.
However as per Companies (Amendment) Act 2017 notified on 7th May 2018 theprovisions regarding the ratification of Auditor in every AGM has been done away.
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 year2020-21.
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 2019-20and 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 E to Director's Report.
27. MANAGEMENTS 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 2020 the Company's Paid up Capital is of Rs. 50019510/- and Net worth is of Rs. 46158041 /-.
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 IOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31 2020 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 2019-2020. 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. Kashish Sumeet Lakhani ||Chairman |
|Mr. Neeraj Gupta ||Member |
|Mr. Manoj Kumar Prasad ||Member |
The above composition of the Audit Committee consists of independent Directors viz.Mr. Kashish Sumeet Lakhani and Mr. Manoj Kumar Prasad who form the majority.
2. The Nomination and Remuneration Committee consists of the following members ThreeIndependent non-executive Directors
|Name of the Members ||Designation |
|Mr. Kashish Sumeet Lakhani ||Chairman |
|Mr. Manoj Kumar Prasad ||Member |
|Mr. Nikunj Jashbhai Pancholi ||Member |
The above composition of the Nomination and Remuneration Committee consists of threeindependent non-executive Directors viz. Mr. Kashish Sumeet Lakhani and Mr. Manoj KumarPrasad and 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. Manoj Kumar Prasad ||Chairman |
|Mr. Harilal Singh ||Member |
|Mr Kashish Sumeet Lakhani ||Member |
|Mr. Nikunj Jashbhai Pancholi ||Member |
|Mr. Harshal Samirbhai Agrawal ||Compliance Officer |
The above composition of the Stakeholders' Relationship Committee consists ofindependent Directors viz. Mr. Manoj Kumar Prasad and Mr. Shri Kashish Sumeet Lakhani andMr. 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.
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 to time. Thepolicies 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.
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 (Formerly Known as Mahamaya InvestmentsLimited)
| ||Sd/- |
| ||NEERAJ GUPTA |
| ||MANAGING DIRECTOR & CHAIRMAN |
|DATE: 30th June 2020 ||DIN:00073274 |
|PLACE: Thane || |